| Schedule of Consideration Transferred for Intellibed |
The acquisition date fair
value of the consideration transferred for Intellibed was $28.2 million, which consisted of the following (in thousands):
| Fair value of Class A common stock issued at closing | |
$ | 23,069 | |
| Fair value of Class A common stock held in escrow | |
| 1,349 | |
| Fair value of contingent consideration | |
| 1,471 | |
| Fair value of effective settlement of preexisting relationships | |
| 1,672 | |
| Transaction expenses paid on behalf of Intellibed | |
| 546 | |
| Due to seller | |
| 75 | |
| Fair value of total purchase consideration | |
$ | 28,182 | |
|
| Schedule of Net Tangible Assets (Liabilities) |
The following table summarizes the preliminary fair value of the assets acquired
and liabilities assumed as of the date of acquisition, the final measurement period adjustments and the final adjusted balances (in thousands):
| Net tangible assets (liabilities): | |
At Date of
Acquisition | | |
Measurement
Period
Adjustments | | |
Final
Adjusted Balances | |
| Cash, cash equivalents and restricted cash | |
$ | 4,194 | | |
$ | (418 | ) | |
$ | 3,776 | |
| Accounts receivable | |
| 5,051 | | |
| (443 | ) | |
| 4,608 | |
| Inventory | |
| 4,182 | | |
| (1,135 | ) | |
| 3,047 | |
| Other current assets | |
| 126 | | |
| 200 | | |
| 326 | |
| Property and equipment | |
| 7,000 | | |
| — | | |
| 7,000 | |
| Operating lease right-of-use assets | |
| 5,491 | | |
| — | | |
| 5,491 | |
| Other long-term assets | |
| 68 | | |
| — | | |
| 68 | |
| Accounts payable | |
| (2,285 | ) | |
| (460 | ) | |
| (2,745 | ) |
| Other current liabilities | |
| (2,818 | ) | |
| (313 | ) | |
| (3,131 | ) |
| Operating lease obligations | |
| (4,373 | ) | |
| — | | |
| (4,373 | ) |
| Deferred tax liabilities | |
| (3,868 | ) | |
| (416 | ) | |
| (4,284 | ) |
| Net tangible assets (liabilities) | |
| 12,768 | | |
| (2,985 | ) | |
| 9,783 | |
| Goodwill | |
| 6,441 | | |
| 438 | | |
| 6,879 | |
| Customer relationships | |
| 8,476 | | |
| 2,400 | | |
| 10,876 | |
| Developed technology | |
| 615 | | |
| 29 | | |
| 644 | |
| Net assets acquired and liabilities assumed | |
$ | 28,300 | | |
$ | (118 | ) | |
$ | 28,182 | |
|
| Schedule of Accordingly, Pro Forma Amounts are Not Necessarily Indicative |
Accordingly, pro forma amounts are not necessarily indicative of the results to be expected had the acquisition been completed
on the date indicated, nor is it indicative of the future results of operations of the combined company (in thousands):
| | |
Year Ended December 31, | |
| | |
2022 | | |
2021 | |
| Net revenues | |
$ | 603,739 | | |
$ | 773,658 | |
| Net (loss) income | |
| (86,119 | ) | |
| 11,680 | |
|