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Business Combinations (Tables) | 6 Months Ended
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Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Summary of Consideration Transferred | The acquisition date fair value of the purchase consideration for the acquisition was $56.7 million, and consisted of the following (in thousands):
| Fair Value
Cash consideration (net of working capital adjustments) | $ | 49,677 |
Contingent consideration | 7,007 |
Total purchase consideration | $ | 56,684 |
Summary of Purchase Price Allocation | In accordance with the acquisition method of accounting, the purchase consideration has been allocated to the assets acquired and liabilities assumed based on their fair values on the date of the acquisition as follows (in thousands):
Accounts receivable | $ | 1,275 |
Prepaid expenses and other current assets | 17 |
Intangible assets | 26,120 |
Goodwill | 29,337 |
Accounts payable | (18) |
Accrued expenses | (47) |
Net assets acquired | $ | 56,684 |
Summary of Acquired Intangible Assets | The identifiable intangible assets for the transaction are definite lived assets. The intangible assets are measured at fair value on a nonrecurring basis and are based primarily on significant unobservable inputs and thus represent a Level 3 measurement in the valuation hierarchy as defined in ASC 820. The acquired intangible asset categories, fair value, and amortization periods, were as follows (in thousands):
| Useful lives |  | Fair Value
Customer relationships | 7 years |  | $ | 18,460 |
Trademarks, trade names, and domain names | 10 years |  | 7,660 |
|  |  | $ | 26,120 |
Summary of Revenue and Pretax Loss | Revenue and pretax loss of CHT included in the Company’s results from the acquisition date of April 1, 2022 through June 30, 2022 are as follows (in thousands):
Total revenues | $ | 2,134 |
Pretax loss | $ | (803) |
The following pro forma financial information summarizes the combined results of operations for the Company and CHT, as though the companies were combined as of the beginning of the Company’s fiscal 2021. The unaudited pro forma financial information was as follows (in thousands):
|  | Three months ended June 30, |  | Six Months Ended June 30,
(in thousands) |  | 2022 |  | 2021 |  | 2022 |  | 2021
Total revenues |  | $ | 103,449 |  |  | $ | 164,504 |  |  | $ | 252,318 |  |  | $ | 345,068 |
Pretax (loss) income |  | $ | (12,398) |  |  | $ | (227) |  |  | $ | (19,606) |  |  | $ | 10 |

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- Definition Tabular disclosure of the nature and amount of any material, nonrecurring adjustments directly attributable to the business combination(s) included in the reported pro forma revenue and earnings (supplemental pro forma information). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (h)(4) -URI https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463 + Details
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- Definition Tabular disclosure of goodwill in a business combination. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479 + Details
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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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