Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

v3.22.1
Business Combinations (Tables)
3 Months Ended
Mar. 31, 2022
Business Acquisition [Line Items]  
Unaudited Supplemental Pro-forma Information

 

 

 

 

Three Months Ended March 31,

 

(in thousands, except share and per share amounts)

 

2022

 

 

2021

 

Revenue

 

$

80,481

 

 

$

72,340

 

Net loss

 

 

(13,172

)

 

 

(13,980

)

Net loss per common share, basic and diluted

 

$

(0.31

)

 

$

(0.35

)

Weighted-average shares used in computing net loss per common share, basic and diluted

 

 

42,247,518

 

 

 

40,364,943

 

 

mGage  
Business Acquisition [Line Items]  
Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed

The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

Customer relationships (1)

 

$

76,256

 

Developed technology (1)

 

 

30,033

 

Trade names (1)

 

 

13,060

 

Deferred tax assets on loss carryforward

 

 

25,011

 

Goodwill (2)

 

 

86,321

 

Accounts receivable and other current assets

 

 

29,996

 

Property and equipment

 

 

8,450

 

Cash and cash equivalents

 

 

2,856

 

Total assets acquired

 

 

271,983

 

Deferred tax liabilities

 

 

32,284

 

Accounts payable and other current liabilities

 

 

22,665

 

Total liabilities assumed

 

 

54,949

 

Net assets acquired

 

$

217,034

 

 

(1)

Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by the Company, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 7 to 9 years for customer relationships, 6 years for developed technology and 8 years for trade names.

 

(2)

Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes.

Bandyer  
Business Acquisition [Line Items]  
Summary of Fair Value Amount Recognized for Assets Acquired and Liabilities Assumed

The following table summarizes the fair value amount recognized for the assets acquired and liabilities assumed as of the acquisition date (in thousands):

 

Property and equipment, net

 

$

116

 

Developed technology (1)

 

 

7,999

 

Customer relationship (1)

 

 

1,798

 

Goodwill (2)

 

 

8,146

 

Cash and cash equivalents

 

 

349

 

Trade receivables and other current assets

 

 

671

 

Other non current assets

 

 

21

 

Total assets acquired

 

 

19,100

 

Deferred tax liabilities

 

 

2,616

 

Accounts payable and other current liabilities

 

 

986

 

Long term portion of employee benefit obligation

 

 

126

 

Current portion of bank and other borrowings

 

 

39

 

Total liabilities assumed

 

 

3,767

 

Net assets acquired

 

$

15,333

 

 

(1)

Identified finite-lived intangible assets. The estimated fair value of the intangible assets acquired was determined by Kaleyra, which considered or relied in part upon a valuation report of a third-party expert. The Company used income approaches to estimate the fair values of the identifiable intangible assets. The estimated useful life is 8 years for customer relationships and 15 years for developed technology.

 

(2)

Goodwill is the excess of fair value of the consideration transferred over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed and represents expected synergies of the combination of the acquired business. Goodwill is not deductible for income tax purposes.