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Seller's Earn-Out
6 Months Ended
Jun. 30, 2022
Business Combination, Description [Abstract]  
Seller's Earn-Out
14.
SELLER'S EARN-OUT

The estimated fair value of the Seller’s Earn-Out, as defined in Note 16 – Seller’s Earn-Out included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, was determined using a Monte Carlo simulation valuation model using the most reliable information available. Assumptions used in the valuation were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2022

 

 

December 31, 2021

 

Stock price

$

3.09

 

 

$

5.87

 

Dividend yield

 

0.0

%

 

 

0.0

%

Volatility

 

76.2

%

 

 

67.9

%

Risk-free rate

 

2.93

%

 

 

0.96

%

Forecast period (in years)

 

2.48

 

 

 

2.98

 

Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends.

Volatility - Due to the Company’s lack of company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available.

Risk-free rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Seller’s Earn-Out.

Forecast period – The forecast period represents the time until expiration of the Seller’s Earn-Out.

Seller’s Earn-Out to equity holders and vested Exchanged Options as of Close:

The Seller’s Earn-Out is recorded on the Condensed Consolidated Balance Sheet as a non-current liability since the expected date of achievement based on the valuation model is over twelve months as of June 30, 2022. The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of June 30, 2022 and December 31, 2021:

 

 

Seller's Earn-Out

 

 Balance at December 31, 2021

$

18,081

 

 Change in fair value

 

(12,763

)

 Balance at June 30, 2022

$

5,318

 

 

Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of Close:

For the three and six months ended June 30, 2022, there was approximately $499 and $991, respectively, recorded in share-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders. As of June 30, 2022, there was approximately $373 of unrecognized compensation expense, which is expected to be recognized over the remaining average requisite service period of 0.2 years.

Share-based compensation expense related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was included in the Company’s Condensed Consolidated Statements of Operations as follows:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 30, 2022

 

 

June 30, 2022

 

Platform operations

$

59

 

 

$

117

 

Sales and marketing

 

147

 

 

 

295

 

Technology and development

 

49

 

 

 

94

 

General and administrative

 

244

 

 

 

485

 

   Total

$

499

 

 

$

991