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Business Combination
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Business Combination

4. business combination

On November 8, 2019, the Company acquired all outstanding shares of dataxu, Inc., (“dataxu”) according to the terms and conditions of the Agreement and Plan of Merger, dated as of October 22, 2019 (the “Merger Agreement”). dataxu is a demand-side platform (“DSP”) that enables marketers to plan and buy video ad campaigns. The acquisition of dataxu’s platform complements the Company’s over-the-top (“OTT”) advertising platform and enables marketers to access a single, data-driven software solution to plan, buy, and optimize their ad spend across TV and OTT providers.

The total purchase consideration for dataxu was $147.3 million, which consisted of $77.6 million in cash and $69.7 million for the fair value of the Company’s 571,459 shares of Class A common stock. Pursuant to the Merger Agreement, the Company had deposited $18.8 million into an escrow account to secure certain indemnifications and other potential obligations. $3.3 million from the escrow account was released in the quarter ended March 31, 2020.

Purchase Price Allocation

The allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):

 

 

As of September 30, 2020

 

 

Estimated Useful Lives

(in years)

 

Assets acquired

 

 

 

 

 

 

 

 

Current assets

 

$

50,829

 

 

 

 

 

Restricted cash

 

 

1,303

 

 

 

 

 

Property and equipment, net

 

 

4,503

 

 

 

 

 

Intangible assets:

 

 

 

 

 

 

 

 

Developed technology

 

 

56,400

 

 

 

6.0

 

Customer relationships

 

 

13,400

 

 

 

4.0

 

Tradename

 

400

 

 

 

0.5

 

Goodwill

 

 

71,676

 

 

 

 

 

Operating lease right-of-use assets

 

 

24,658

 

 

 

 

 

Other long-term assets

 

 

235

 

 

 

 

 

Total assets acquired

 

$

223,404

 

 

 

 

 

Liabilities assumed

 

 

 

 

 

 

 

 

Current liabilities

 

$

(51,428

)

 

 

 

 

Operating lease liabilities

 

 

(24,658

)

 

 

 

 

Total liabilities assumed

 

$

(76,086

)

 

 

 

 

Total purchase consideration

 

$

147,318

 

 

 

 

 

The fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, the valuation of intangible assets

acquired, income taxes, and goodwill are subject to change as the Company obtains additional information during the measurement period, which usually lasts for up to one year from the acquisition date. The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill.