Business Combinations (Tables)
|
12 Months Ended |
Dec. 31, 2022 |
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 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 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 |
|
|
|
|
Pandologic Ltd [Member] |
|
Summary of 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):
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2021 |
|
Net revenue |
|
$ |
148,129 |
|
Loss before provision for income taxes |
|
|
(67,873 |
) |
Net loss |
|
|
(71,003 |
) |
|