Acquisitions (Tables)

6 Months Ended

Jun. 30, 2023

BCNMonetize

Business Acquisition [Line Items]

Summary of Purchase Price Allocation

The Company is in the process of completing the purchase price allocation for BCNMonetize. The following is a summary of the preliminary purchase price allocation (in millions):

Cash	$	0.8
Accounts receivable		2.8
Other assets		0.7
Intangible assets subject to amortization		4.2
Goodwill		3.5
Current liabilities		(2.1	)
Deferred tax		(1.1	)

Summary of Intangible Assets Subject to Amortization Acquired

Intangible assets subject to amortization acquired includes:

Intangible Asset	Estimated Fair Value (in millions)		Weighted average life (in years)
Publisher relationships	$	2.2	3.0
Advertiser relationships		1.5	1.0
Trade name		0.3	1.0
Non-Compete agreements		0.2	1.5

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information has been prepared to give effect to the Company’s acquisition of BCNMonetize as if the acquisition had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.2 million for the six-month period ended June 30, 2023, which were expensed in connection with the acquisition. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this acquisition occurred on such date, nor does it purport to predict the results of operations for any future periods.

In thousands, except share and per share data	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023		2022
Pro Forma:
Total revenue	$	276,058		$	225,823	$	518,400	$	426,992
Net income (loss) attributable to common stockholders	$	(1,380	)	$	9,563	$	1,593	$	12,854
Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic and diluted	$	(0.02	)	$	0.11	$	0.02	$	0.15
Weighted average common shares outstanding, basic		87,787,772			84,959,130		87,706,282		85,735,916
Weighted average common shares outstanding, diluted		87,787,772			86,985,817		89,807,095		87,803,178

Carrying Amount of Goodwill

The changes in the carrying amount of goodwill for each of the Company’s operating segments for the six-month period ended June 30, 2023 are as follows (in thousands):

	December 31,		Purchase Price		Additions From		June 30,
(in thousands)	2022		Adjustments		Acquisitions		2023
Digital	$	46,442	$	235	$	3,480	$	50,157
Television		40,549		-		-		40,549
Consolidated	$	86,991	$	235	$	3,480	$	90,706

Adsmurai, S.L

Business Acquisition [Line Items]

Summary of Purchase Price Allocation

The following is a summary of the preliminary purchase price allocation (in millions):

Cash	$	7.4
Accounts receivable		11.9
Other assets		0.7
Fixed assets		2.8
Intangible assets subject to amortization		8.2
Goodwill		13.3
Current liabilities		(14.4	)
Deferred tax		(2.0	)
Debt		(2.8	)
Noncontrolling interest		(12.3	)
Convertible loan		(12.8	)

Summary of Intangible Assets Subject to Amortization Acquired

Intangible assets subject to amortization acquired includes:

Intangible Asset	Estimated Fair Value (in millions)		Weighted average life (in years)
Advertiser relationships	$	4.7	7.0
Existing technology		2.4	5.0
Trade name		1.1	5.0

Reconciliation of Changes in Redeemable Noncontrolling Interests

The table below presents the reconciliation of changes in redeemable noncontrolling interests (in thousands):

	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Beginning balance	$	-		$	-	$	-		$	-
Transfer of noncontrolling interest to redeemable noncontrolling interest		9,625			-		9,625			-
Acquisition of redeemable noncontrolling interest		37,675			-		37,675			-
Net income attributable to redeemable noncontrolling interest		(12	)		-		(12	)		-
Ending balance	$	47,288		$	-	$	47,288		$	-

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Adsmurai as if the transaction had occurred on January 1, 2022. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this transaction occurred on such date, nor does it purport to predict the results of operations for any future periods.

In thousands, except share and per share data	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Pro Forma:
Total revenue	$	273,381		$	236,680	$	512,387		$	443,275
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,955	$	(97	)	$	10,852
Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.02	)	$	0.11	$	(0.00	)	$	0.13
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.02	)	$	0.10	$	(0.00	)	$	0.12
Weighted average common shares outstanding, basic		87,787,772			84,959,130		87,706,282			85,735,916
Weighted average common shares outstanding, diluted		87,787,772			86,985,817		89,807,095			87,803,178

Jack of Digital

Business Acquisition [Line Items]

Reconciliation of Changes in Redeemable Noncontrolling Interests

The table below presents the reconciliation of changes in noncontrolling interests (in thousands):

	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023			2022
Beginning balance	$	14,059		$	-	$	14,947		$	-
Distributions to noncontrolling interest		(3,810	)		-		(4,356	)		-
Transfer of noncontrolling interest to redeemable noncontrolling interest		(9,625	)				(9,625	)
Acquisition of noncontrolling interest		(624	)				(624	)
Net income (loss) attributable to noncontrolling interest		-			-		(342	)		-
Ending balance	$	-		$	-	$	-		$	-

Schedule of Unaudited Pro Forma Information

The following unaudited pro forma information has been prepared to give effect to the Company’s consolidation of Jack of Digital as if the transaction had occurred on January 1, 2022. This pro forma information was adjusted to exclude acquisition fees and costs of $0.2 million and $0.3 million for the three- and six-month periods ended June 30, 2022, respectively, which were expensed in connection with the transaction. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had this transaction occurred on such date, nor does it purport to predict the results of operations for any future periods.

In thousands, except share and per share data	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
	2023			2022		2023		2022
Pro Forma:
Total revenue	$	273,381		$	222,509	$	512,387	$	420,243
Net income (loss) attributable to common stockholders	$	(1,989	)	$	8,760	$	90	$	10,745
Basic and diluted earnings per share:
Net income (loss) per share, attributable to common stockholders, basic	$	(0.02	)	$	0.10	$	0.00	$	0.13
Net income (loss) per share, attributable to common stockholders, diluted	$	(0.02	)	$	0.10	$	0.00	$	0.12
Weighted average common shares outstanding, basic		87,787,772			84,959,130		87,706,282		85,735,916
Weighted average common shares outstanding, diluted		87,787,772			86,985,817		89,807,095		87,803,178