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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Combinations | The purchase consideration consisted of the following:
(in millions) |  | Total
Cash consideration 1 |  | $ | 75.7 |
Stock consideration 2 |  | 43.2 |
Total consideration |  | 118.9 |
Less: amounts considered separate from the business combination and attributable to post-combination expense 3 |  | (0.7) |
Purchase Consideration |  | $ | 118.2 |
(1) Includes $12.2 million of cash which is held in escrow for the settlement of breaches, if any, of certain representations, warranties, agreements and covenants. (2) Represents the aggregate fair value of 4.9 million shares issued of the Company’s Class A common stock based on the closing price of the stock on the acquisition date of July 11, 2022, which was $8.75 per share. (3) Primarily comprised of the additional fair value of unvested OTB option awards discretionally accelerated by the Company and attributable to post-combination expense. The acquisition date aggregate purchase price was $65.1 million, which consisted of the following:
(in millions) |  | Fair Value
Cash |  | $ | 29.2 |
Fair value of contingent consideration |  | 35.9 |
Total purchase price |  | $ | 65.1 |
The aggregate purchase price transferred for KYM was $13.7 million, which consisted of the following:
(in millions) |  | Fair Value
Cash |  | $ | 12.3 |
Fair value of contingent consideration |  | 1.4 |
Total purchase price |  | $ | 13.7 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The acquisition has been accounted for as a business combination. The allocation of purchase consideration to the assets acquired and liabilities assumed is as follows:
(in millions) |  | Fair Value
Purchase Consideration |  | $ | 118.2 |
Fair Value of Assets Acquired |  |
Cash and cash equivalents |  | 6.9 |
Accounts receivable |  | 12.2 |
Intangible assets |  | 50.1 |
Total assets |  | 69.2 |
Fair Value of Liabilities Assumed |  |
Accounts payable |  | 6.4 |
Accrued expenses and other current liabilities |  | 0.6 |
Deferred tax liability |  | 12.1 |
Total liabilities |  | 19.1 |
Less: Net Assets Acquired |  | 50.1 |
Goodwill |  | $ | 68.1 |
The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows:
(in millions) |  | Fair Value
Net tangible assets |  | $ | 1.0 |
Fixed assets |  | 0.2 |
Intangible assets |  | 29.4 |
Deferred tax liability |  | (2.8) |
Goodwill |  | 37.3 |
Total purchase price |  | $ | 65.1 |
The acquisition has been accounted for as a business combination. The allocation of purchase price to the assets acquired and liabilities assumed is as follows:
(in millions) |  | Fair Value
Net tangible assets |  | $ | 1.5 |
Fixed assets |  | 0.2 |
Intangible assets |  | 7.4 |
Deferred tax liability |  | (1.4) |
Goodwill |  | 6.0 |
Total purchase price |  | $ | 13.7 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The acquired intangible assets consist of definite-lived assets with estimated fair values and useful lives as follows:
(dollars in millions) |  | Fair Value |  | Weighted-Average Useful Life (Years)
Developed technology |  | $ | 48.9 |  |  | 5.0
Customer relationships |  | 1.2 |  |  | 1.0
Total intangible assets |  | $ | 50.1 |  |  | 4.9
Schedule of Business Combination Pro Forma Information | The unaudited pro forma financial information is as follows:
(in millions) |  |
Year Ended December 31, |  | 2022 |  | 2021
Revenue |  | $ | 583.9 |  |  | $ | 417.7 |
Net loss |  | (21.9) |  |  | (51.7) |
The unaudited supplemental pro forma information includes adjustments to amortization and depreciation for acquired intangible assets and property and equipment, adjustments to stock-based compensation, the purchase accounting effect on interest expense, and transaction costs:
(in millions) |  |
Year Ended December 31, |  | 2020
Revenue |  | $ | 262.6 |
Net income |  | $ | 3.6 |
Schedule of Indefinite-lived Intangible Assets Acquired as Part of Business Combination | The fair value of the intangible assets with definite lives is as follows:
(dollars in millions) |  | Fair Value |  | Weighted Average Useful Life (Years)
User base |  | $ | 19.4 |  |  | 7.0
Customer relationships |  | 5.0 |  |  | 3.0
Technology |  | 4.6 |  |  | 3.0
Trade name |  | 0.4 |  |  | 0.5
Total intangible assets |  | $ | 29.4 |  |  | 5.6
The fair value of the intangible assets with definite lives is as follows:
(dollars in millions) |  | Fair Value |  | Weighted Average Useful Life (Years)
Customer relationships |  | $ | 6.0 |  |  | 5.0
Technology |  | 1.4 |  |  | 3.0
Total intangible assets |  | $ | 7.4 |  |  | 4.6

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- Definition Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate. + References Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(2) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(3) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of finite-lived intangible assets acquired as part of a business combination or through an asset purchase, by major class and in total, including the value of the asset acquired, any significant residual value (the expected value of the asset at the end of its useful life) and the weighted-average amortization period. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (a) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 + Details
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- Definition Tabular disclosure of characteristics and cost, by total and major class, of indefinite-lived intangible assets acquired as part of a business combination. Indefinite-lived intangible assets are assets that have no physical form, but have expected future economic benefit. The future benefit is not expected to diminish over a stated period of time. Acquired indefinite-lived intangible assets are disclosed by major class (assets that can be grouped together because they are similar, either by their nature or by their use in operations of the entity) and in total. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4922-128472 + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472 + Details
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