Annual report pursuant to Section 13 and 15(d)

Business Combinations and Divestiture (Tables)

v3.24.1
Business Combinations and Divestiture (Tables)
12 Months Ended
Dec. 31, 2023
Broadbean Acquisition [Member]  
Summary of Allocation of Acquisition & Merger Consideration The following table summarizes the fair value of the Broadbean Acquisition Consideration:

 

 

 

 

 

Broadbean Acquisition Consideration

Amount

Cash consideration at closing

$

53,301

The allocation of the Broadbean Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows:

Allocation of Broadbean Acquisition Consideration**

 

As Reported

 

 

Measurement Period Adjustment

 

 

As Adjusted

 

Cash and cash equivalents

 

$

3,029

 

 

$

4

 

 

$

3,033

 

Accounts receivable, net

 

 

7,910

 

 

 

(93

)

 

 

7,817

 

Prepaid expenses and other current assets

 

 

1,008

 

 

 

(1

)

 

 

1,007

 

Property, equipment and improvements, net

 

 

4,348

 

 

 

(4,005

)

 

 

343

 

Intangible assets

 

 

27,500

 

 

 

 

 

 

27,500

 

Other assets

 

 

1,115

 

 

 

2,371

 

 

 

3,486

 

Total assets acquired

 

 

44,910

 

 

 

(1,724

)

 

 

43,186

 

Accounts payable

 

 

1,369

 

 

 

(262

)

 

 

1,107

 

Deferred revenue

 

 

10,134

 

 

 

(105

)

 

 

10,029

 

Other accrued liabilities

 

 

4,565

 

 

 

489

 

 

 

5,054

 

Other non-current liabilities

 

 

7,565

 

 

 

(947

)

 

 

6,618

 

Total liabilities assumed

 

 

23,633

 

 

 

(825

)

 

 

22,808

 

Identifiable net assets acquired

 

 

21,277

 

 

 

(899

)

 

 

20,378

 

Goodwill

 

 

31,947

 

 

 

976

 

 

 

32,923

 

Total purchase consideration

 

$

53,224

 

 

$

77

 

 

$

53,301

 

**The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base and to the assembled workforce. Tax deductible goodwill generated from the acquisition is $3,728.

During the year ended December 31, 2023, the Company continued finalizing its valuations of the assets acquired and liabilities assumed in the acquisition of Broadbean based on new information obtained about facts and circumstances that existed as of the acquisition date. During the year ended December 31, 2023, the Company recorded measurement period adjustments, reducing its acquisition date goodwill by approximately $1.0 million primarily to decrease the fair value of property, equipment and improvements, net by $4.0 million and other non-current liabilities by $1.0 million and increase other assets by $2.4 million based on a resolution of tax uncertainties related to qualifying net operating losses and recognition of an uncertain tax position, identification of capitalized software relating to intangible assets recognized, and balances from a formerly commingled foreign entity. In addition, the change to the preliminary amount of property, equipment and liabilities resulted in a decrease in depreciation expense and accumulated amortization of $0.2 million, of which $0.1 million relates to a previous period.

Summary of Valuation of Intangible Assets

The valuation of the intangible assets acquired along with their estimated useful lives, is as follows:

 

 

 

 

 

 

 

Estimated
Fair Value

Estimated Useful Lives (in years)

Customer relationships

$

17,200

5

Developed technology

10,300

4

Total intangible assets

$

27,500

Summary of Unaudited Proforma Information

The unaudited pro forma financial information was as follows:

 

Year Ended
December 31,

 

 

2023

 

Net revenue

 

$

33,931

 

Loss before provision for income taxes

 

 

(381

)

Net loss

 

 

(811

)

 

 

Year Ended
December 31,

 

 

2022

 

Net revenue

 

$

29,046

 

Loss before provision for income taxes

 

 

(782

)

Net income

 

 

105

 

VSL Acquisition [Member]  
Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands):

 

VSL Acquisition Consideration

 

Amount

 

Cash consideration at closing

 

$

1,700

 

Deferred consideration

 

 

252

 

Total

 

$

1,952

 

The allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):

 

Allocation of VSL Acquisition Consideration**

 

Amount

 

Accounts receivable, net

 

$

57

 

Property, equipment and improvements, net

 

 

13

 

Intangible assets

 

 

1,500

 

Total assets acquired

 

 

1,570

 

Accrued expenses and other current liabilities

 

 

32

 

Total liabilities assumed

 

 

32

 

Identifiable net assets acquired

 

 

1,538

 

Goodwill

 

 

414

 

Total purchase consideration

 

$

1,952

 

**The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. All goodwill generated from the acquisition is tax deductible.

VocaliD [Member]  
Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands):

 

VocaliD Acquisition Consideration

 

Amount

 

Cash consideration at closing

 

$

1,609

 

Deferred consideration

 

 

1,785

 

Net working capital adjustment

 

 

(10

)

Total

 

$

3,384

 

 

 

The allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):

 

Allocation of VocaliD Acquisition Consideration**

 

Amount

 

Cash

 

$

216

 

Intangible assets

 

 

2,700

 

Total assets acquired

 

 

2,916

 

Accounts payable

 

 

6

 

Accrued expenses and other current liabilities

 

 

33

 

Deferred tax liability

 

 

663

 

Total liabilities assumed

 

 

702

 

Identifiable net assets acquired

 

 

2,214

 

Goodwill

 

 

1,170

 

Total purchase consideration

 

$

3,384

 

March 2022 Acquisition [Member]  
Summary of Allocation of Acquisition & Merger Consideration

The following table summarizes the fair value of the March Acquisition Consideration (in thousands):

 

March 2022 Acquisition Consideration

 

Amount

 

Cash consideration at closing

 

$

1,500

 

Equity consideration at closing

 

 

1,929

 

Deferred consideration

 

 

2,707

 

Acquired cash

 

 

684

 

Settlement of pre-existing receivable

 

 

(976

)

Net working capital adjustment

 

 

37

 

Total

 

$

5,881

 

 

The allocation of the March Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):

 

Allocation of March 2022 Acquisition Consideration**

 

Amount

 

Cash

 

$

715

 

Accounts receivable

 

 

1,088

 

Prepaid and other current assets

 

 

120

 

Property and equipment

 

 

53

 

Intangible assets

 

 

2,700

 

Other assets

 

 

247

 

Total assets acquired

 

 

4,923

 

Accounts payable

 

 

18

 

Accrued expenses and other current liabilities

 

 

1,788

 

Operating lease liabilities, non-current

 

 

140

 

Total liabilities assumed

 

 

1,946

 

Identifiable net assets acquired

 

 

2,977

 

Goodwill

 

 

2,904

 

Total purchase consideration

 

$

5,881

 

Summary of Valuation of Intangible Assets

The valuation of the intangible assets acquired along with their estimated useful lives, is as follows (in thousands):

 

 

 

Estimated
Fair Value

 

 

Estimated Useful Lives (in years)

Influencer network

 

$

1,200

 

 

5

Trade name

 

 

200

 

 

10

Brand relationships

 

 

1,300

 

 

3

Total intangible assets

 

$

2,700