Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

v3.22.0.1
Business Combinations (Tables)
 12 Months Ended
Dec. 31, 2021
Summary of Unaudited Proforma Information

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

 

 

Year Ended

 

 

Year Ended

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

2021

 

 

2020

 

 

Net revenue

 

$

148,129

 

 

$

105,094

 

 

Loss before provision for income taxes

 

$

(69,474

)

 

$

(33,965

)

 

Net loss

 

$

(73,145

)

 

$

(32,191

)

 
Pandologic Ltd [Member]  
Summary of 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 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