Acquisitions of Businesses (Tables)

3 Months Ended

Mar. 31, 2022

Business Acquisition [Line Items]

Schedule of Pro Forma Financial Information (Unaudited)

	For the Three Months Ended March 31,
	2022			2021
Total revenue	$	204,530		$	163,275
Pre-tax loss		(32,272	)		(27,806	)

Inposia | Fair Value

Business Acquisition [Line Items]

Summary of Total Consideration

Total consideration associated with this acquisition is presented below (in thousands):

	Total Consideration
Cash paid at closing (net of amounts returned)	$	14,456
Fair value of common stock issued at closing		22,971
Total consideration	$	37,427

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Fair values of the assets acquired and the liabilities assumed in the Inposia Purchase as of the acquisition date are provided in the following table (in thousands): 

	Fair Value
Assets acquired:
Cash and cash equivalents	$	1,264
Trade accounts receivable		1,767
Other current assets		268
Operating lease right-of-use assets		928
Property and equipment		98
Developed technology, customer relationships, and other intangibles		14,269
Goodwill		26,520
Other noncurrent assets		35
Total assets acquired		45,149
Liabilities assumed:
Trade payables and accrued expenses		1,478
Deferred revenue		810
Other liabilities, noncurrent		106
Operating lease liabilities		928
Deferred tax liability		4,400
Total liabilities assumed		7,722
Net assets acquired	$	37,427

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Inposia Purchase are provided in the below table (in thousands):

Intangible	Fair Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	3,288	Multi-period excess earnings-income approach	18.5%	8 years
Developed technology		9,572	Relief from royalty-income approach	18.5%	6 years
Noncompetition agreements		1,174	With-and-without valuation-income approach	21.0%	3 years
Tradename		235	Relief from royalty-income approach	18.5%	3 years

Davo | Fair Value

Business Acquisition [Line Items]

Summary of Total Consideration

Total consideration associated with this acquisition is presented below (in thousands):

	Total Consideration
Cash paid through closing	$	23,818
Fair value of earnout provision		30,338
Fair value of holdbacks		2,591
Total consideration	$	56,747

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Fair values of the assets acquired and the liabilities assumed in the Davo Purchase as of the acquisition date are provided in the following table (in thousands): 

	Fair Value
Assets acquired:
Cash and cash equivalents	$	198
Funds held from customers		12,464
Trade accounts receivable		119
Other current assets		58
Operating lease right-of-use assets		46
Developed technology, customer relationships, and other intangibles		4,651
Goodwill		51,911
Other noncurrent assets		2
Total assets acquired		69,449
Liabilities assumed:
Accrued expenses		117
Deferred revenue		75
Operating lease liabilities		46
Customer fund obligations		12,464
Total liabilities assumed		12,702
Net assets acquired	$	56,747

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Davo Purchase are provided in the below table (in thousands):

Intangible	Fair Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	2,050	Multi-period excess earnings-income approach and replacement cost method-cost approach	13.5%	6 years
Developed technology		1,950	Relief from royalty-income approach	13.5%	5 years
Noncompetition agreements		564	With-and-without valuation-income approach	15.5%	5 years
Tradename		87	Relief from royalty-income approach	13.5%	1 year

Track1099 LLC | Fair Value

Business Acquisition [Line Items]

Summary of Total Consideration

Preliminary total consideration as of March 31, 2022, is presented below (in thousands):

	Total Consideration (preliminary)
Cash paid through closing	$	35,000
Fair value of earnout provision		8,820
Fair value of holdbacks		4,984
Total consideration	$	48,804

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Preliminary estimated fair values of the assets acquired and the liabilities assumed in the Track1099 Purchase as of the acquisition date are provided in the following table (in thousands): 

	Fair Value (preliminary)
Assets acquired:
Prepaid and other current assets	$	2
Developed technology, customer relationships, and other intangibles		5,850
Goodwill		42,962
Total assets acquired		48,814
Liabilities assumed:
Current liabilities		1
Deferred revenue		9
Total liabilities assumed		10
Net assets acquired	$	48,804

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the Track1099 Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	3,200	Multi-period excess earnings-income approach	28.0%	5 years
Developed technology		1,250	Relief from royalty-income approach	28.0%	2 years
Noncompetition agreement		1,300	With-and-without valuation-income approach	30.0%	5 years
Tradename		100	Relief from royalty-income approach	28.0%	2 years

CrowdReason LLC and CorrelationAdvisors | Fair Value

Business Acquisition [Line Items]

Summary of Total Consideration

Preliminary total consideration as of March 31, 2022, is presented below (in thousands):

	Total Consideration (preliminary)
Cash paid through closing	$	8,317
Fair value of earnout provision		26,320
Fair value of holdbacks		1,727
Total consideration	$	36,364

Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed

Preliminary estimated fair values of the assets acquired and the liabilities assumed in the CrowdReason Purchase as of the acquisition date are provided in the following table (in thousands): 

	Fair Value (preliminary)
Assets acquired:
Current assets	$	1,426
Developed technology, customer relationships, and other intangibles		10,300
Goodwill		25,415
Total assets acquired		37,141
Liabilities assumed:
Current liabilities		101
Deferred revenue & contract liabilities		676
Total liabilities assumed		777
Net assets acquired	$	36,364

Summary of Valuation Methodologies, Significant Assumptions and Estimated Useful Lives

A summary of the valuation methodologies, significant assumptions, and estimated useful lives of acquired intangible assets in the CrowdReason Purchase are provided in the table below (in thousands):

Intangible	Assigned Value		Valuation Methodology	Discount Rate	Estimated Useful Life
Customer relationships	$	5,700	Multi-period excess earnings-income approach	18.0%	5 to 8 years
Developed technology		3,900	Relief from royalty-income approach	18.0%	5 years
Backlog		450	Multi-period excess earnings-income approach	15.0%	1 year
Noncompetition agreements		100	With-and-without valuation-income approach	20.0%	5 years
Tradename		150	Relief from royalty-income approach	18.0%	2 years