3. BUSINESS COMBINATION (Tables)

3 Months Ended

Mar. 31, 2023

Summary of preliminary purchase price allocation to assets acquired and liabilities assumed

The following table summarizes the preliminary purchase price allocation to assets acquired and liabilities assumed (in thousands):


	Amount			Weighted Average Useful Life (in years)
Purchase consideration:
Cash paid at closing (1)	$	8,245
Cash in escrow (2)		3,263
Holdback amount (3)		2,928
Advances to Ibeo (4)		7,120

Total purchase consideration	$	21,556

Inventory	$	1,197
Other current assets		703
Operating lease right-of-use asset		234
Property and equipment, net		5,330
Intangible assets:
Acquired technology		17,987			13
Order backlog		26			1
Contract liabilities		(1,178	)
Operating lease liabilities		(234	)
Deferred tax liabilities		(803	)

Total identifiable net assets	$	23,262

Bargain purchase gain (1)		(1,706	)

(1)	Represents $7.6 million in cash paid at closing and $0.7 million in cash paid shortly after close.

(2)	Recorded as restricted cash and accrued liability to Ibeo in our condensed consolidated balance sheet.

(3)	Recorded in accrued liability to Ibeo in our condensed consolidated balance sheet.

(4)	Represents $4.1 million and $3.0 million in cash advanced to Ibeo in December 2022 and January 2023, respectively.

(5)

The bargain purchase gain represents the excess of the fair value of the underlying net assets acquired and liabilities assumed over the purchase consideration and is included in Bargain purchase gain in the Condensed Consolidated Statement of Operations. The bargain purchase gain was attributable to the negotiation process with Ibeo during its insolvency proceedings resulting in cash consideration paid being less than the fair value of the net assets.

Summary of unaudited pro forma results

The following table summarizes the unaudited pro forma results (in thousands):


	Three Months Ended
	March 31,
	2023			2022
Total revenue	$	1,331		$	2,796
Net loss		(22,322	)		(28,661	)