Business Combination

6 Months Ended

Jun. 30, 2023

NOTE 7 – BUSINESS COMBINATION

On July 1, 2022, the Company completed the acquisition of Vewd (the “Vewd Acquisition”). Vewd is a leading global provider of OTT and hybrid TV solutions. The Vewd Acquisition established the Company as a leading independent streaming media platform through its TiVo brand and the largest independent provider of Smart TV middleware globally. The total consideration was approximately $102.9 million, consisting of approximately $52.9 million of cash and $50.0 million of debt. Refer to Note 9—Debt for additional information on this debt.

Purchase Price Allocation

The Vewd Acquisition has been accounted for as a business combination, using the acquisition method. The following table presents the allocation of the purchase price to the identifiable assets acquired and liabilities assumed based on the fair values at the acquisition date with no measurement period adjustments identified (amounts in thousands, except estimated useful life):


	Estimated Useful Life (years)			Final Fair Value
Cash and cash equivalents				$	2,684
Accounts receivable					3,341
Unbilled contracts receivable					2,335
Other current assets					1,208
Property and equipment					443
Operating lease right-of-use assets					2,020
Identifiable intangible assets:
Technology	7	$	28,050
Customer relationships – large	7		4,900
Customer relationships – small	4		3,500
Non-compete agreements	2		870
Trade name	5		830
Total identifiable intangible assets					38,150
Goodwill					68,115
Other long-term assets					977
Accounts payable					(869	)
Accrued liabilities					(4,777	)
Deferred revenue					(920	)
Long-term deferred tax liabilities					(8,393	)
Noncurrent operating lease liabilities					(1,094	)
Other long-term liabilities					(307	)
Total purchase price				$	102,913

Vewd’s results of operations and cash flows have been included in the Company’s condensed consolidated financial statements for periods subsequent to July 1, 2022, and the related assets and liabilities were recorded at their estimated fair values in the Company’s Condensed Consolidated Balance Sheet as of July 1, 2022.