Note 3 - Business Acquisitions

12 Months Ended

Dec. 31, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

3. Business Acquisitions

Aegis Transactions

On July 20, 2018, the Company completed the acquisition of all of the issued and outstanding shares of capital stock of Aegis from the Aegis Stockholder in exchange for the issuance of 20,600,000 shares of the Common Stock in the Aegis Transactions. Concurrently, the Aegis Stockholder purchased 166,667 newly issued shares of the Common Stock at a price of $12 per share for a total cash payment of $2,000. As a result of the consummation of the Aegis Transactions, the 2018 Equity Offering and the 2019 Equity Offering, the Aegis Stockholder now holds 21,235,032 shares of the Common Stock, which is equivalent to approximately 55% of the total outstanding Common Stock.

In accordance with ASC 805, Business Combinations, the transaction was accounted for as a reverse acquisition. As such, Aegis is considered to be the accounting acquirer. Therefore, Aegis’ historical financial statements replace the Company’s historical financial statements following the completion of the Aegis Transactions, and the results of operations of both companies will be included in the Company’s financial statements for all periods subsequent to July 20, 2018.
 

The fair value of the purchase consideration is calculated based on the Company's stock price as it is considered to be more reliably determinable than the fair value of Aegis' private stock. Consideration is calculated based on the Company's closing stock price of $6.81 on July 20, 2018. The allocation of the purchase price was finalized since Aegis Transaction was closed.

The following table presents the purchase price and the fair value of the identifiable assets and liabilities:

	Amount
Stock consideration (based on shares outstanding immediately prior the closing date)		16,226,392
Closing share price on July 20, 2018	$	6.81
Total allocable purchase price	$	110,502

	Amount
Cash and cash equivalents		1,496
Other current assets		46,094
Property, plant and equipment, net		15,930
Identifiable intangible assets		28,960
Goodwill		64,345
Other non-current assets		3,204
Current liabilities		(22,548	)
Non-current liabilities		(26,979	)
Purchase price	$	110,502

The goodwill recognized was attributable primarily to the acquired workforce, increased utilization of our global delivery platform and other synergistic benefits. Goodwill from this acquisition is not expected to be deductible for tax purposes.