v3.22.2.2
Business Combination (Tables)
9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Consideration Transferred
The acquisition date fair value of the consideration transferred was $35.4 million, consisting of the following:
(in thousands)
Cash consideration(1)
$26,006 
Holdback cash consideration(2)
2,164 
Equity consideration(3)
7,196 
     Total consideration$35,366 
(1)
Represents cash consideration paid to the sellers to complete the acquisition.
(2)
Represents consideration, which was retained by the Company as security to satisfy sellers' obligations for potential future contractual claims arising under the terms of the purchase agreement; provided that the amount of the holdback shall not serve as any limitation on the indemnification obligations of the sellers under the purchase agreement. The holdback is payable to the sellers, net of any such claims, 18 months after the Closing Date except for a portion of the holdback related to potential tax claims, which is payable three years after the Closing Date, net of any tax claims.
(3)
Comprised of 200,103 shares of the Company's Class A common stock issued in relation to this acquisition. The fair value was determined on the basis of the closing market price of the Company's Class A common stock on the acquisition date.
Schedule of Fair Values Assets Acquired and Liabilities
The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition:
(in thousands)
Cash and cash equivalents$2,771 
Intangibles11,198 
Goodwill21,582 
Other assets acquired3,947 
     Total assets39,498 
     Total liabilities assumed4,132 
          Net assets acquired$35,366 
The preliminary purchase price allocation includes $11.2 million of acquired identifiable intangible assets, consisting of the following:
(in thousands, except useful lives)Estimated Fair ValueEstimated Useful Life in Years
Customer relationships$10,872 10
Trade name326 2
Total$11,198