Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.23.1
Business Combinations (Tables)
3 Months Ended
Mar. 31, 2023
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 2022 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 2022 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