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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Business Combinations

The purchase consideration consisted of the following:

(in millions)						Total
Cash consideration1						$	75.7
Stock consideration2						43.2
Total consideration						118.9
Less: amounts considered separate from the business combination and attributable to post-combination expense3						(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

X

- 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.

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Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

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