Business Combinations (Tables)
|
3 Months Ended |
Mar. 31, 2022 |
|---|
| March 2022 Acquisition [Member] |
|
| Summary of Preliminary Allocation of Purchase Consideration |
The following table summarizes the fair value of the purchase price consideration (in thousands):
|
Acquisition consideration
|
Preliminary
|
|
|
|
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
|
)
|
|
|
Total
|
$
|
5,844
|
|
|
The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):
|
Preliminary purchase price allocation**
|
Preliminary
|
|
|
|
Cash
|
$
|
715
|
|
|
|
Accounts receivable
|
|
1,088
|
|
|
|
Prepaid and other current assets
|
|
120
|
|
|
|
Property and equipment
|
|
53
|
|
|
|
Intangible assets
|
|
3,000
|
|
|
|
Other assets
|
|
247
|
|
|
|
Total assets acquired
|
|
5,223
|
|
|
|
Accounts payable
|
|
18
|
|
|
|
Accrued expenses and other current liabilities
|
|
1,793
|
|
|
|
Operating lease liabilities, non-current
|
|
140
|
|
|
|
Total liabilities assumed
|
|
1,951
|
|
|
|
Identifiable net assets acquired
|
$
|
3,272
|
|
|
|
Goodwill
|
|
2,572
|
|
|
|
Total purchase consideration
|
$
|
5,844
|
|
|
|
| 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
|
$
|
1,500
|
|
|
|
5
|
|
|
Trade name
|
|
200
|
|
|
|
10
|
|
|
Brand relationships
|
|
1,300
|
|
|
|
5
|
|
|
Total intangible assets
|
$
|
3,000
|
|
|
|
|
|
|
| Pandologic Ltd [Member] |
|
| Summary of Preliminary Allocation of Purchase Consideration |
The following table summarizes the fair value of the purchase price consideration (in thousands):
|
Acquisition consideration
|
Amount
|
|
|
Cash consideration at closing
|
$
|
58,733
|
|
|
Equity consideration at closing
|
|
31,500
|
|
|
Contingent earnout
|
|
26,400
|
|
|
Net working capital adjustment
|
|
5,818
|
|
|
Total
|
$
|
122,451
|
|
The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):
|
Purchase price allocation**
|
Amount
|
|
|
Cash
|
$
|
11,581
|
|
|
Accounts receivable
|
|
21,344
|
|
|
Prepaid and other current assets
|
|
8,710
|
|
|
Property and equipment
|
|
618
|
|
|
Intangible assets
|
|
86,000
|
|
|
Other assets
|
|
1,653
|
|
|
Total assets acquired
|
|
129,906
|
|
|
Accounts payable
|
|
13,183
|
|
|
Accrued expenses and other current liabilities
|
|
9,443
|
|
|
Deferred tax liability
|
|
11,828
|
|
|
Total liabilities assumed
|
|
34,454
|
|
|
Identifiable net assets acquired
|
$
|
95,452
|
|
|
Goodwill
|
|
26,999
|
|
|
Total purchase consideration
|
$
|
122,451
|
|
|
| Summary of Valuation of Intangible Assets |
The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands):
|
|
Estimated
Fair Value
|
|
|
Estimated Useful Lives (in years)
|
|
|
Customer relationships
|
$
|
68,000
|
|
|
5 - 7
|
|
|
Developed technology
|
|
16,000
|
|
|
|
4
|
|
|
Trade name
|
|
2,000
|
|
|
|
5
|
|
|
Total intangible assets
|
$
|
86,000
|
|
|
|
|
|
|
| Summary of Unaudited Proforma Information |
The unaudited pro forma financial information was as follows (in thousands):
|
|
|
Three Months Ended
|
|
|
|
|
March 31,
|
|
|
|
|
2021
|
|
|
Net revenue
|
|
$
|
23,794
|
|
|
Loss before provision for income taxes
|
|
$
|
(36,069
|
)
|
|
Net loss
|
|
$
|
(35,432
|
)
|
|