Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.21.2
Business Combinations (Tables)
9 Months Ended
Sep. 30, 2021
Summary of Unaudited Proforma Information

The unaudited pro forma financial information was as follows (in thousands):

  

The Company recognized $4,311 in revenue and $1,889 of net income related to PandoLogic since the acquisition date of September 14 through September 30, 2021 in the condensed consolidated statement of operations and comprehensive loss.

 

Three Months Ended

Nine Months ended

 

September 30,

 

 

September 30,

 

2021

 

 

2021

 

 

Net revenue

$

35,488

 

 

$

92,980

 

 

Loss before provision for income taxes

$

(8,910

)

 

$

(52,199

)

 

Net loss

$

(9,237

)

 

$

(53,445

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

Nine Months ended

 

September 30,

 

 

September 30,

 

2020

 

 

2020

 

 

Net revenue

$

26,521

 

 

$

61,809

 

 

Loss before provision for income taxes

$

(8,311

)

 

$

(36,880

)

 

Net loss

$

(7,974

)

 

$

(35,273

)

 

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

 

Total

$

116,633

 

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

$

11,131

 

Accounts receivable

 

21,344

 

Prepaid and other current assets

 

8,986

 

Property and equipment

 

618

 

Intangible assets

 

86,000

 

Other assets

 

1,543

 

Total assets acquired

 

129,622

 

Accounts payable

 

13,183

 

Accrued expenses and other current liabilities

 

8,828

 

Deferred tax liability

 

12,073

 

Total liabilities assumed

 

34,084

 

Identifiable net assets acquired

$

95,538

 

Goodwill

 

21,095

 

Total preliminary purchase consideration

$

116,633

 

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

 

 

 

7

 

Developed technology

 

16,000

 

 

4

 

Trade name

 

2,000

 

 

 

5

 

Total intangible assets

$

86,000