Biocon Acquisition (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2019

Dec. 31, 2018

Business Combinations [Abstract]

Summary of Total Consideration

The following is a summary of total consideration for the Biocon Acquisition, including a final working capital adjustment in the three months ended March 31, 2019 of approximately $11,000:

	Total Consideration
Fixed purchase price	$	1,070,000
Acquisition date fair value of contingent consideration		562,000
Total consideration1	$	1,632,000

¹Total consideration consists of an upfront payment of $991,000, which includes $250,000 held in escrow, $137,000 in working capital payments, $5,000 in accrued expenses and $499,000 of acquisition date fair value contingent consideration liabilities.

The following is a summary of total consideration for the Biocon Acquisition:

	Total Consideration
Fixed purchase price	$	1,059,000
Acquisition date fair value of contingent consideration		562,000
Total consideration1	$	1,621,000

¹Total consideration consists of an upfront payment of $991,000 which includes $250,000 held in escrow, $131,000 in accrued expenses and $499,000 of contingent consideration liabilities.

Summary of Preliminary Purchase Price Allocation

The following is a summary of the final purchase price allocation for the Biocon Acquisition.

	Fair Values
Trade accounts receivable	$	164,000
Inventories		179,000
Equipment		39,000
Security deposit		7,000
Goodwill		759,000
Intangible assets		590,000
Total assets acquired, net of cash acquired		1,738,000
Accounts payable		91,000
Accrued expenses		15,000
Total liabilities assumed		106,000
Net assets acquired, net of cash acquired	$	1,632,000

The following is a summary of the preliminary purchase price allocation for the Biocon Acquisition:

	Fair Values as of December 31, 2018
Trade accounts receivable	$	164,000
Inventories		179,000
Equipment		39,000
Security deposit		7,000
Goodwill		748,000
Intangible assets		590,000
Total assets acquired, net of cash acquired		1,727,000
Accounts payable		91,000
Accrued expenses		15,000
Total liabilities assumed		106,000
Net assets acquired, net of cash acquired	$	1,621,000

Schedule of Acquired Intangible Assets Amortized Over Estimated Useful Lives

The acquired intangible assets are being amortized over their estimated useful lives as follows:

	Preliminary Fair Values		Weighted Average Useful Life (Years)
Tradenames, service marks and domain names		50,000		5
Customer relationships		540,000		17
Total intangible assets	$	590,000

The acquired intangible assets are being amortized over their estimated useful lives as follows:

	Preliminary Fair Values		Weighted Average Useful Life (Years)
Tradenames, service marks and domain names		50,000		5
Customer relationships		540,000		17
Total intangible assets	$	590,000

Schedule of Business Acquisition, Pro Forma Information

The following table reflects the unaudited pro forma combined results of operations for the three months ended March 31, 2018 (assuming the closing of the Biocon Acquisition occurred on January 1, 2017):

	Three Months Ended
	March 31, 2018
Total revenues	$	1,170,000
Net loss attributable to Nephros, Inc	$	(1,389,000	)

The following table reflects the unaudited pro forma combined results of operations for the years ended December 31, 2018 and 2017 (assuming the closing of the Biocon Acquisition occurred on January 1, 2017):

	Year Ended
	December 31, 2018			December 31, 2017
Total revenues	$	6,412,000		$	4,236,000
Net loss attributable to Nephros, Inc	$	(3,158,000	)	$	(855,000	)