Annual report pursuant to Section 13 and 15(d)

Business Acquisition (Tables)

v3.22.2.2
Business Acquisition (Tables)
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Schedule of purchase price of components of business acquisition

The purchase price components are summarized in the following table:

 

 

Amount

 

Value of Spire shares issued(1)

 

$

22,333

 

Cash consideration paid(2)

 

 

109,592

 

Less amount classified as post-combination expense (3)

 

 

(2,972

)

Total purchase consideration

 

$

128,953

 

(1)
Represents the fair value of 5,230,167 shares of Spire Class A common share transferred as of the November 30, 2021 ("acquisition date") as consideration (based on the closing market price of $4.27 per share on the acquisition date) consisting of 4,984,225 shares issued for outstanding exactEarth shares, in addition to 100,047 and 145,895 shares to settle exactEarth stock options and restricted stock units ("RSU"), respectively.
(2)
Included in the cash consideration are:
a.
$97,454 for outstanding exactEarth shares,
b.
$8,888 cash settlement of exactEarth stock options, RSU and deferred stock units, and
c.
$3,250 related to acquisition fees of exactEarth paid by Spire upon the closing of the acquisition.
(3)
$2,972 was treated as post-combination expense in connection with the replacement of exactEarth’s outstanding equity awards. This amount has been reflected in the Consolidated Statement of Operations for the year ended December 31, 2021.
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary estimated acquisition date fair value of the exactEarth assets acquired and liabilities assumed:

 

 

 

Amount

 

Cash and cash equivalents

 

$

5,700

 

Account receivable

 

 

1,707

 

Contract assets

 

 

1,233

 

Prepaid expenses and other current assets

 

 

7,980

 

Property and equipment

 

 

19,991

 

Goodwill

 

 

52,986

 

Customer relationships

 

 

24,265

 

Intangible assets

 

 

19,356

 

Prepaid data rights, non-current

 

 

6,219

 

Investment in Myriota

 

 

4,563

 

Other long-term assets

 

 

261

 

Total assets acquired

 

 

144,261

 

 

 

 

 

Accounts payable

 

 

1,091

 

Accrued expenses

 

 

9,056

 

Contract liabilities

 

 

1,219

 

Long-term debt

 

 

3,895

 

Other long-term-liabilities

 

 

47

 

Total liabilities assumed

 

 

15,308

 

Net assets acquired

 

$

128,953

 

Schedule of Purchase Price Allocation to Identifiable Finite-Lived Intangible Assets Acquired

The purchase price allocation to identifiable finite-lived intangible assets acquired was as follows:

 

 

 

Estimated Useful Lives

 

Amount

 

Customer relationships

 

12 years

 

$

24,265

 

Developed technology

 

12 years

 

 

13,790

 

Trade names

 

5 years

 

 

2,337

 

Backlog

 

1 years

 

 

3,229

 

Total intangible assets

 

 

 

$

43,621

 

 

Schedule of Purchase Price Allocation to Identifiable Finite-Lived Intangible Assets Acquired

Intangible assets consisted of the following:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Customer relationships

 

$

24,559

 

 

$

-

 

Developed technology

 

 

13,957

 

 

 

-

 

Trade names

 

 

2,366

 

 

 

-

 

Backlog

 

 

3,268

 

 

 

-

 

Patents

 

 

491

 

 

 

591

 

FCC licenses

 

 

480

 

 

 

480

 

 

 

 

45,121

 

 

 

1,071

 

Less: Accumulated amortization

 

 

(968

)

 

 

(320

)

 

 

$

44,153

 

 

$

751

 

Schedule of Supplemental Unaudited Pro Forma Information

The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating exactEarth. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations:

 

 

 

December 31,

 

 

 

2021

 

 

2020

 

Net revenue

 

$

61,497

 

 

$

42,281

 

Net loss

 

$

(37,407

)

 

$

(61,796

)