Business Combinations (Tables)

12 Months Ended

Dec. 31, 2022

Business Combinations [Abstract]

Summary Computation of Consideration Transferred

The summary computation of consideration transferred is presented as follows (in thousands):

	Consideration Transferred
Cash for outstanding Second Spectrum capital stock (1)	$	111,535
Fair value of Genius Sports Limited common stock issued for outstanding Second Spectrum capital stock (2)		83,291
Cash for vested outstanding Second Spectrum equity awards (3)		3,490
Total consideration transferred	$	198,316

(1)

Includes cash consideration paid to former Second Spectrum shareholders totaling $111.5 million.

(2)

Represents the issuance of 4.7 million shares of the Company’s common stock at June 15, 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 18 – Fair Value Measurements for details of additional shares issuance of 2.7 million shares on February 2, 2022 and additional 1.7 million shares to be issued in 2023 to the sellers that received equity consideration, pursuant to the terms and conditions of the business combination agreement.

(3) Includes $3.5 million cash settlement of Second Spectrum’s vested outstanding stock options as of June 15, 2021 associated with the pre-acquisition services provided by former Second Spectrum shareholders.

Summarizes the Fair Value of Assets Acquired and Liabilities

The following table summarizes the fair value of assets acquired and liabilities assumed on the acquisition date of June 15, 2021, with the excess recorded as goodwill (in thousands):

Fair value of net assets acquired
Cash and cash equivalents	$	43,865
Accounts receivables, net		1,126
Prepaid expenses		252
Other current assets		1
Property and equipment, net		5,187
Intangible assets, net		83,800
Other assets		167
Goodwill (1)		101,411
Total assets acquired	$	235,809
Accounts payable		273
Accrued expenses		13,961
Deferred revenue		6,670
Other current liabilities		454
Deferred tax liability		16,135
Total liabilities assumed	$	37,493
Total consideration transferred	$	198,316

(1) Includes a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021

Summary Components of Identifiable Intangible Assets

The following table sets forth the components of identifiable intangible assets acquired and their weighted average useful lives by major class of intangible assets as of the acquisition date of June 15, 2021 (in thousands):

	Useful Lives	As of June 15, 2021
	(years)	(in thousands)
Technology	3	$	50,000
Marketing products (1)	3 – 15		33,800
Total intangible assets acquired subject to amortization		$	83,800

(1) Includes customer relationships of $31.0 million with a useful life of 3 years and trademarks of $2.8 million with a useful life of 15 years

Summary of Pro Forma Financial Information

The following unaudited pro forma financial information presents combined results of operations for the period presented as if the acquisition of Second Spectrum had occurred on January 1, 2020 (in thousands):

	Year Ended December 31,
	2021			2020
Pro forma revenue	$	272,281		$	167,002
Pro forma net loss		(588,284	)		(88,484	)

(1) Transaction costs of approximately $10.7 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred in the first quarter of 2020. Of these transaction costs, $6.6 million are incurred by Second Spectrum and $4.1 million are incurred by the Company.

(2) Payment of approximately $1.6 million related to the acceleration of Second Spectrum’s historical unvested stock options as a result of the acquisition is assumed to have occurred on January 1, 2020 and is recognized as if incurred in the first quarter of 2020.