11.

Business acquisition

July 1, 2019,

two

wholly owned subsidiaries of the Company, AdParlor, LLC (formerly known as AdParlor Acquisition, LLC), a Delaware limited liability company, and Fluent Media Canada, Inc., a British Columbia company (together with AdParlor, LLC, each a "Buyer" and collectively "Buyers"), completed the acquisition of substantially all of the assets of AdParlor Holdings, Inc., a Delaware corporation ("AdParlor Holdings"), AdParlor International, Inc., a Delaware corporation ("AdParlor International"), AdParlor Media, Inc., a Delaware corporation ("AdParlor Media US"), and AdParlor Media ULC, a British Columbia unlimited liability company (together with AdParlor Holdings, AdParlor International and AdParlor Media US, each a "Seller" and collectively "Sellers") pursuant to an Asset Purchase Agreement (the "Purchase Agreement") dated

June 17, 2019,

by and among Buyers, Sellers and the parent of the Sellers,

Ventures Group LLC, a Delaware limited liability company (the "AdParlor Acquisition").

The purpose of the acquisition was to expand the Company's performance-based marketing capabilities. In accordance with ASU

2017

01,

Business Combinations (ASC

805

): Clarifying the Definition of a Business

, the Company determined that the AdParlor Acquisition constituted the purchase of a business.

At closing, the Buyers paid to Sellers cash consideration of

$7,302,

net of adjustments for working capital and indebtedness, and issued a promissory note to Sellers with a present value of

$2,350

in exchange for substantially all of the assets of Sellers. This promissory note is guaranteed by Fluent, LLC, and will

not

accrue interest except in the case of default, is payable in

two

equal installments on the

first

and

second

anniversaries of the date of closing and is subject to setoff in respect of certain indemnity and other matters. See Note

Long-term debt, net

for further detail. For the year ended

December 31, 2019,

the Company incurred transaction-related expenses

$483

connection with the AdParlor Acquisition, which it recorded in general and administrative expenses in the consolidated statements of operations.

The following table summarizes the fair values of the assets acquired and the liabilities assumed at the closing date:

	July 1, 2019

Cash and cash equivalents	$	56
Accounts receivable		7,835
Prepaid expenses and other current assets		54
Property and equipment		138
Intangible assets		4,700
Goodwill		4,983
Other non-current assets		28
Accounts payable		(7,691	)
Accrued expenses and other current liabilities		(418	)
Deferred revenue		(33	)
Total net assets acquired	$	9,652

The fair values of the identifiable intangible assets and goodwill acquired at the closing date are as follows:

	Fair Value		Weighted Average Amortization Period (Years)
Trade name & trademarks	$	300	4
Developed technology		2,100	4
Customer relationships		2,300	6
Goodwill		4,983
Total intangible assets, net	$	9,683

With the assistance of a

third

-party valuation firm, the fair value of the acquired customer relationships was determined using the excess earnings method, a variation of the income approach, while the fair value of the acquired developed technology, trade names and trademarks were determined using the relief from royalty method of the income approach.

he amount of the purchase price in excess of the fair value of the net assets acquired was recorded as goodwill and primarily relates to intangible assets that do

not

qualify for separate recognition, including assembled workforce and synergies. For

tax purposes, the goodwill is deductible over

years.