Acquisitions

Drive-Thru Acquisition

Effective September 30, 2019, the Company, through its wholly-owned subsidiary ParTech, Inc., acquired assets of 3M Company's Drive-Thru Communications Systems business, including the XT-1 and G5 headset systems, contracts and intellectual property associated with the business, for a purchase price of $8.4 million (total fair value of assets were $8.4 million, net of warranty liability of $1.4 million, resulting in cash paid of $7.0 million). The fair values assigned to the acquired assets and assumed liabilities in the table below are based on our best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. The estimates and assumptions are subject to change as we obtain additional information during the measurement period, which may be up to one year from the acquisition date. The assets and liabilities, pending finalization, include the valuation of intangible assets.



(in thousands)	Purchase price allocation
Developed technology	$	1,200
Customer relationships	3,600
Trademarks	510
Goodwill	2,390
Property, plant and equipment – net	712
Total assets	8,412
Warranty liability	1,412
Cash consideration	$	7,000

The estimated fair values of the developed technology, customer relationships, and trademarks were all based on the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships and developed technology assets are amortized on a straight-line basis over their estimated useful lives of five and seven years, respectively. Of the $1,412,000 warranty liability assumed, approximately $712,000 is short-term in nature and is recorded as part of accrued expenses while the remaining $700,000 is recorded as part of other-long term liabilities.

During the year ended December 31, 2019, we incurred immaterial acquisition-related expenses, which were recorded in selling, general, and administrative expense. The Company has not presented combined pro forma financial information of the Company and the Drive-Thru Acquisition because the results of operations of the acquired business are considered immaterial.

Restaurant Magic Acquisition

Effective December 18, 2019, the Company, through its wholly-owned subsidiary ParTech, Inc., acquired 100% of the limited liability company interests of AccSys LLC (f/k/a AccSys, Inc., and otherwise known as Restaurant Magic) in consideration of approximately $43.0 million, of which approximately $13.0 million was paid in cash, $27.5 million was paid in restricted shares of Company common stock (issued in January 2020) and $2.0 million was paid by delivery of a subordinated promissory note. Following the closing of the transaction, the sellers have the opportunity through 2022 to earn additional purchase price consideration subject to the achievement of certain post-closing revenue focused milestones (“Earn-Out”). As of December 31, 2019, the value of the Earn-Out based on the Monte Carlo simulation was $3.3 million. The Earn-Out, if any, will be payable 50% in cash or subordinated promissory notes, or a combination of both, at the Company's election, and 50% in restricted shares of Company common stock. This Earn-out has no maximum payment.

The Company issued restricted stock units in connection with its assumption of awards granted by Restaurant Magic to its employees and contractors prior to the closing of the acquisition. The restricted stock units vest in equal annual installments over three (3) years. During the year ended December 31, 2019, the Company recognized an immaterial amount of equity compensation expense in selling, general, and administrative expense related to this. The fair values assigned to the acquired assets and assumed liabilities
in the table below are based on our best estimates and assumptions as of the reporting date and are considered preliminary pending finalization. The estimates and assumptions are subject to change as we obtain additional information during the measurement
period, which may be up to one year from the acquisition date. The assets and liabilities, pending finalization, include the valuation
of intangible assets.



(in thousands)	Purchase price allocation
Developed technology	$	16,400
Customer relationships	1,100
Trade name	900
Tangible assets	1,344
Goodwill	27,945
Total assets	47,689
Accounts payable and accrued expenses	629
Deferred revenue	715
Earn out liability	3,340
Consideration paid	$	43,005

The estimated fair values of the developed technology, customer relationships, and trademarks were all based on the income approach, which estimates fair value based upon the present value of cash flows that the assets are expected to generate. The method of amortization of identifiable finite-lived intangible assets is based on the expected pattern in which the estimated economic benefits of the respective assets are consumed or otherwise used up. Customer relationships, trade names, and developed technology assets are amortized on a straight-line basis over their estimated useful lives of five and seven years, respectively.

During the year ended December 31, 2019, we incurred approximately $0.6 million in acquisition-related expenses, which were recorded in selling, general, and administrative expense. The Company has not presented combined pro forma financial information of the Company and the acquired Restaurant Magic business because the results of operations of the acquired business are considered immaterial.