Acquisitions, Intangible Assets, and Goodwill | Acquisitions, Intangible Assets, and Goodwill Acquisitions Datos On December 1, 2023, the Company completed a stock purchase agreement to acquire approximately 60% of the voting equity interests in Datos Inc. (“Datos”). The Company has accounted for this transaction as a business combination under the acquisition method. The primary purpose of this business combination is to acquire Datos’ valuable clickstream data software. The Company performed acquisition accounting as of December 1, 2023. The acquisition date fair value of the consideration transferred consisted of the following: Acquisition Date Consideration transferred Fair Value Fair value of the January 2021 and February 2022 Convertible Notes $ 7,530 Cash paid at close 4,255 Other consideration 2,070 Total purchase consideration $ 13,855 The Company determined that the fair value of the assets acquired and liabilities assumed was $19,021, including the fair value of the noncontrolling interest in Datos of $5,166. The fair value of the noncontrolling interest is inclusive of the fair value of the acquired call option, which gives the Company the right, but not the obligation, to purchase the remaining shares in Datos during the period beginning January 1, 2026 and ending on January 1, 2027 (the “Call Option”). The Company estimated the fair value of the noncontrolling interest, inclusive of the Call Option, using an option pricing method (a special case of the income approach), considering the initial transaction price and based on Level 3 significant unobservable inputs such as the total equity value of Datos, forecasted revenues, volatility, and risk-adjusted discount rates. Other consideration includes the deferred purchase payments, the contingent payment, and additional consideration due to the seller. A payment of $501 was made during March 2024 related to other consideration. The remaining fair value of other consideration has been recorded to other current liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2024. The table below summarizes the Company’s preliminary purchase price allocation. The allocation of the purchase price is preliminary as of March 31, 2024 as the Company continues to gather information supporting the acquired assets and liabilities to finalize the purchase price allocation. Purchase Price Assets acquired Allocation Fair value of tangible assets: Cash and cash equivalents $ 549 Accounts receivable 518 Prepaid expenses and other current assets 320 Property and equipment, net 8 Other long-term assets 3 Identifiable intangible assets 2,780 Goodwill 16,791 Total assets acquired $ 20,969 Liabilities assumed Accounts payable 342 Deferred revenue 367 Accrued expenses 213 Other current liabilities 609 Other long-term liabilities 417 Total Liabilities Assumed $ 1,948 Fair value of assets acquired and liabilities assumed, net $ 19,021 Fair value of noncontrolling interest, including call option $ 5,166 Fair value of controlling interest acquired $ 13,855 The Company recorded $100 in transaction costs related to the transaction during the three months ended March 31, 2024, which are included in the unaudited condensed consolidated statements of operations and comprehensive income (loss) in its income from continuing operations under the line item, General and administrative . As of December 1, 2023, the results of Datos’ operations are included within the Company’s consolidated financial statements. This business combination did not have a material impact on the Company’s consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. Traffic Think Tank On February 23, 2023, the Company completed a purchase agreement with Rank, LLC (“Traffic Think Tank”), acquiring certain intangible assets of Traffic Think Tank for total cash consideration of $1,800, of which $360 will be paid in 12 months (the “12-month holdback amount”) and $360 will be paid in 18 months (the “18-month holdback amount”). The remaining consideration was paid upon closing. The 12-month holdback amount and 18-month holdback amount are recorded in other current liabilities in the unaudited condensed consolidated balance sheet as of March 31, 2024. The primary purpose of the acquisition was to acquire valuable brand and content related to Traffic Think Tank’s SEO community and courses. This business combination did not have a material impact on the Company’s unaudited condensed consolidated financial statements. Therefore, actual results of operations subsequent to the acquisition date and pro forma results of operations have not been presented. Intangible Assets Intangible assets consist of intangible assets resulting from the Company’s acquisitions and its capitalized internal-use software development costs. Intangible assets consist of the following: As of March 31, 2024 Weighted Average Remaining Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 3.9 $ 5,595 $ (1,760) $ 3,835 Trade name 3.5 4,450 (1,605) 2,845 Content 2.0 2,387 (1,170) 1,217 Customer relationships 4.1 1,694 (490) 1,204 Capitalized internal-use software 2.8 10,449 (2,614) 7,835 Total as of March 31, 2024 $ 24,575 $ (7,639) $ 16,936 As of December 31, 2023 Weighted Average Remaining Useful Life (years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 4.1 $ 5,604 $ (1,518) $ 4,086 Trade name 3.7 4,451 (1,404) 3,047 Content 2.3 2,387 (1,021) 1,366 Customer relationships 4.4 1,694 (396) 1,298 Capitalized internal-use software 2.8 8,460 (2,174) 6,286 Total as of December 31, 2023 $ 22,596 $ (6,513) $ 16,083 During the three months ended March 31, 2024 and 2023, the Company capitalized $2,015 and $1,056 of software development costs, respectively. These capitalized costs are classified as intangible assets on the accompanying unaudited condensed consolidated balance sheets. During the three months ended March 31, 2024 and 2023, the Company recorded amortization expense associated with its capitalized software development costs of $448 and $127, respectively. Amortization expense for acquired intangible assets was $692 and $522 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, future amortization expense is expected to be as follows: Amount Remainder of 2024 $ 3,241 2025 4,075 2026 3,127 2027 1,471 2028 695 Thereafter 4,327 Total $ 16,936 Goodwill The changes in the carrying value of goodwill during the three months ended March 31, 2024 were as follows: Amount Balance as of January 1, 2024 $ 24,879 Datos purchase price allocation adjustment (104) Foreign currency translation adjustment (18) Balance as of March 31, 2024 $ 24,757 |