v3.20.4

Business Combination | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Business Combination | 4. business combination On November 8, 2019, the Company acquired all outstanding shares of dataxu, Inc., (“dataxu”) according to the terms and conditions of the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”). dataxu is a demand-side platform (“DSP”) that enables marketers to plan and buy video ad campaigns. The acquisition of dataxu’s platform complements the Company’s OTT advertising platform and enables marketers to access a single, data-driven software solution to plan, buy, and optimize their ad spend across TV and OTT providers. The total purchase consideration for dataxu was $147.3 million, which consisted of $77.6 million in cash and $69.7 million for the fair value of the Company’s 571,459 shares of Class A common stock. Pursuant to the Merger Agreement, the Company had deposited $18.8 million into an escrow account to secure certain indemnifications and other potential obligations. As of the year ended December 31, 2020, a balance of $13.6 million is unreleased and remains in the escrow account. The allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed on acquisition date is based on estimated fair values and is as follows (in thousands):
Assets acquired |  | Fair Values |  |  | Estimated Useful Lives (in years) |
Current assets |  | $ | 50,829 |  |  |  |  |
Restricted cash |  |  | 1,303 |  |  |  |  |
Property and equipment, net |  |  | 4,503 |  |  |  |  |
Intangible assets: |  |  |  |  |  |  |  |
Developed Technology |  |  | 56,400 |  |  |  | 6.0 |
Customer relationships |  |  | 13,400 |  |  |  | 4.0 |
Tradename |  |  | 400 |  |  |  | 0.5 |
Goodwill |  |  | 71,676 |  |  |  |  |
Operating lease right-of-use assets |  |  | 24,658 |  |  |  |  |
Other long-term assets |  |  | 235 |  |  |  |  |
Total assets acquired |  |  | 223,404 |  |  |  |  |
Liabilities assumed |  |  |  |  |  |  |  |
Current liabilities |  |  | (51,428 | ) |  |  |  |
Operating lease liabilities |  |  | (24,658 | ) |  |  |  |
Total liabilities assumed |  |  | (76,086 | ) |  |  |  |
Total purchase consideration |  | $ | 147,318 |  |  |  |  |
The fair value estimates of the net assets acquired are based upon calculations and valuations, and those estimates and assumptions regarding certain tangible assets acquired and liabilities assumed. 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 expected synergies in our advertising offerings and cross-selling opportunities. The goodwill recorded is not deductible for tax purposes. In connection with the acquisition, a deferred tax liability is established for the book/tax differences related to non-goodwill intangible assets. The deferred tax liability is not reflected as the Company also acquired deferred tax assets, including significant net operating losses, that offset the deferred tax liability. Additionally, both companies have full valuation allowances recorded against their respective deferred tax assets, resulting in a net zero adjustment to deferred taxes on the consolidated balance sheets.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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- References No definition available. + Details
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