Biocon Acquisition (Tables)

9 Months Ended

Sep. 30, 2019

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 nine months ended September 30, 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 of $1,632,000 consists of $5,000 in accrued expenses, $137,000 in working capital payments, $499,000 of contingent consideration liabilities, and an upfront payment of $991,000, of which $250,000 is held in escrow.

Summary of Preliminary Purchase Price Allocation

The following is a summary of the final purchase price allocation for the Biocon Acquisition. Changes to the purchase price allocation from amounts reported on the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 were due to the final working capital adjustment.

	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

Schedule of Acquired Intangible Assets Amortized Over Estimated Useful Lives

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

	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 and nine months ended September 30, 2018 (assuming the closing of the Biocon Acquisition occurred on January 1, 2017):

	Three Months Ended			Nine Months Ended
	September 30, 2018			September 30, 2018
Total revenues	$	1,906,000		$	4,578,000
Net loss attributable to Nephros, Inc	$	(510,000	)	$	(2,573,000	)