Business Combinations (Tables)

3 Months Ended

Mar. 31, 2022

Business Combinations [Abstract]

Summary of Purchase Consideration

Pursuant to the terms of the agreement, the Company acquired all outstanding equity of WPM for estimated total purchase consideration of $59.6 million, which consists of (in thousands):

Cash consideration, net of cash acquired	$	56,111
Estimated fair value of contingent consideration		3,499
Total purchase consideration, net of cash acquired	$	59,610

The contingent consideration is payable at various intervals through March 2024 in the form of up to approximately 225,000 shares of common stock and is dependent upon the Company's achievement of specified minimum payment volume targets and integration targets established for the years ending December 31, 2022 and 2023. A portion of the contingent consideration is also tied to continuing employment of certain key employees; accordingly, approximately 56,000 shares have been excluded from the purchase price. Therefore, total common stock included in the purchase price totals up to approximately 169,000 shares. During the three months ended March 31, 2022, the Company expensed $0.3 million in personnel costs associated with the retention portion contingent consideration. These personnel costs are included in the Company’s condensed consolidated statements of operations and comprehensive loss and a liability is recorded in accrued expenses and other current liabilities on the condensed consolidated balance sheet. Contingent consideration related to minimum payment volume targets will be settled at 15 months and 27 months after acquisition date based on the 15 months and subsequent 12 months result. Contingent consideration related to integration targets will be settled in common stock upon completion, which is expected in the second quarter 2022. The contingent consideration related to continuing employment of certain key employees is payable at the two-year acquisition anniversary date.

Summary of Fair Value Of the Assets Acquired and Liabilities Assumed

the following table summarizes the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):

Cash	$	2,101
Accounts receivable		973
Prepaid expenses and other current assets		209
Property and equipment, net		5
Goodwill		40,389
Identifiable intangible assets		31,301
Total assets acquired		74,978
Deferred tax liabilities		7,776
Deferred revenue		4,525
Accounts payable		51
Accrued expenses		915
Total liabilities assumed		13,267
Net assets acquired		61,711
Less: cash acquired		2,101
Net assets, less cash acquired	$	59,610

Schedule of Estimated Fair Value of the Identified Intangible Assets

The following table reflects the estimated fair values of the identified intangible assets of WPM and their respective weighted-average estimated amortization periods.

	Estimated Fair Values		Weighted-Average Estimated Amortization Periods
	(in thousands)		(years)
Developed technology	$	1,400		4
Customer relationships		29,901		15
	$	31,301