Business Combinations (Tables)
|
6 Months Ended |
Jun. 30, 2022 |
|---|
| VocaliD [Member] |
|
| Summary of Preliminary Allocation of Acquisition & Merger Consideration |
The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands):
|
VocaliD Acquisition Consideration
|
Preliminary
|
|
|
Cash consideration at closing
|
$
|
1,609
|
|
|
Deferred consideration
|
|
1,785
|
|
|
Total
|
$
|
3,394
|
|
The preliminary 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):
|
Preliminary allocation of VocaliD Acquisition Consideration**
|
Preliminary
|
|
|
Cash
|
$
|
216
|
|
|
Intangible assets
|
|
2,700
|
|
|
Total assets acquired
|
|
2,916
|
|
|
Accounts payable
|
|
6
|
|
|
Accrued expenses and other current liabilities
|
|
40
|
|
|
Deferred tax liability
|
|
663
|
|
|
Total liabilities assumed
|
|
709
|
|
|
Identifiable net assets acquired
|
|
2,207
|
|
|
Goodwill
|
|
1,187
|
|
|
Total purchase consideration
|
$
|
3,394
|
|
|
| March 2022 Acquisition [Member] |
|
| Summary of Preliminary Allocation of Acquisition & Merger Consideration |
The following table summarizes the fair value of the March Acquisition Consideration (in thousands):
|
March 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 March Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):
|
Preliminary allocation of March Acquisition Consideration**
|
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 Acquisition & Merger Consideration |
The following table summarizes the fair value of the Merger Consideration (in thousands):
|
Merger Consideration
|
Amount
|
|
|
Cash consideration at closing
|
$
|
58,733
|
|
|
Equity consideration at closing
|
|
31,500
|
|
|
Contingent earnout
|
|
39,512
|
|
|
Net working capital adjustment
|
|
5,818
|
|
|
Total
|
$
|
135,563
|
|
The allocation of the Merger Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):
|
Allocation of Merger Consideration**
|
Amount
|
|
|
Cash
|
$
|
11,581
|
|
|
Accounts receivable
|
|
21,344
|
|
|
Prepaid and other current assets
|
|
8,710
|
|
|
Property and equipment
|
|
618
|
|
|
Intangible assets
|
|
92,000
|
|
|
Other assets
|
|
1,653
|
|
|
Total assets acquired
|
|
135,906
|
|
|
Accounts payable
|
|
13,183
|
|
|
Accrued expenses and other current liabilities
|
|
9,443
|
|
|
Deferred tax liability
|
|
12,686
|
|
|
Total liabilities assumed
|
|
35,312
|
|
|
Identifiable net assets acquired
|
|
100,594
|
|
|
Goodwill
|
|
34,969
|
|
|
Total purchase consideration
|
$
|
135,563
|
|
|
| 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
|
$
|
70,000
|
|
|
5 - 7
|
|
|
Developed technology
|
|
20,000
|
|
|
|
4
|
|
|
Trade name
|
|
2,000
|
|
|
|
5
|
|
|
Total intangible assets
|
$
|
92,000
|
|
|
|
|
|
|
| Summary of Unaudited Proforma Information |
The unaudited pro forma financial information was as follows (in thousands):
|
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
|
|
June 30,
|
|
|
June 30,
|
|
|
|
|
|
2021
|
|
|
2021
|
|
|
|
Net revenue
|
|
$
|
33,698
|
|
|
$
|
57,492
|
|
|
|
Loss before provision for income taxes
|
|
|
(13,687
|
)
|
|
|
(50,078
|
)
|
|
|
Net loss
|
|
|
(11,526
|
)
|
|
|
(47,279
|
)
|
|
|