ACQUISITIONS |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| ACQUISITIONS |
On
January 14, 2020, the Company consummated the acquisition of Content IQ LLC (“Content IQ”), a privately held company founded
in 2014, based in New York City. Content IQ has created data algorithm and analytics tools that deconstruct content, revenue and distribution
to solve current major digital publishing challenges.
The
total consideration for the acquisition was $37,838,
comprised of $15,000
paid in cash at closing and a contingent consideration (with a maximum amount of up to $47,050),
tied to revenue and EBITDA-based metrics over a period of two
years, estimated at fair value of $22,838
on the acquisition date. In addition, the acquisition includes a retention-based component of up to $11,000.
As of December 31, 2023, the contingent consideration is estimated at fair value of $17,820. In 2021, the change in fair value of the contingent consideration that was recorded as income in the statement of income was $2,124. In 2022 and 2023 no change in fair value of the contingent consideration was recorded.
On
July 22, 2020, the Company acquired the net assets of Pub Ocean Limited, also known as “Pub Ocean” (the “Pub Ocean Acquisition"),
digital publisher-focused technology company with scalable content distribution and real-time revenue analytics technology.
The
total consideration for the acquisition was $13,399,
comprised of $4,000
paid in cash at closing and a contingent consideration (with a maximum amount of up to $17,000),
tied to financial targets over a two-year
period, estimated at fair value of $9,399
on the acquisition date. In addition, the acquisition includes a retention-based component of up to $1,000.
As of December 31, 2022, the remaining balance of the contingent consideration was settled. In 2021 and 2022 the change in fair value
of the contingent consideration that was recorded as income in the statement of income was $122
and $3,816,
respectively.
On
October 4, 2021, the Company consummated the acquisition of Vidazoo Ltd., also known as “Vidazoo” (the “Vidazoo Acquisition”),
a leading video technology company that enables both advertisers and publishers to deliver high impact content and advertising to consumers.
The
total consideration for the acquisition was $90,038,
comprised of $35,000
paid in cash at closing, contingent consideration (with a maximum amount of up to $58,545),
tied to financial targets over a period of 2.25
years, estimated at fair value of $48,903
on the acquisition date, and a net working capital in the amount of $6,135
which will be set-off against collection.
On
June 14, 2023, the Company entered into an amendment to the SPA with Vidazoo’s sellers in connection with an additional overachievement
earnout consideration in an aggregate amount of up to $10,550
payable in the Company’s ordinary shares.
As of December 31, 2023, Vidazoos’ sellers had met the specified earnout targets, and the Company recognized an expense of $10,550 under 'Changes in fair value of contingent consideration' in the consolidated statements of income. The aggregate contingent consideration with respect to Vidazoo Acquisition as of December 31, 2023 is estimated at fair value of $51,895.
On
December 11, 2023, the Company consummated the acquisition of Hivestack Inc. (“Hivestack”), a global innovative full-stack
programmatic Digital out of Home (DOOH) company.
The
total consideration for the acquisition was $106,931,
comprised of $100,000
paid in cash at closing and a net working capital in the amount of $6,931
subject to working capital adjustments. In
addition, the acquisition includes a contingent consideration payment of up to $25,000,
tie to financial target and service of a period of 3 years to be settled in cash and in the Company’s ordinary shares.
The
following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date:
1
Includes cash in the amount of $5,010.
Goodwill is
primarily attributable to expected synergies arising from technology integration and expanded product availability to the Company’s
existing and new customers. Technology includes an
array of purpose-built software like the DOOH Ad Server, Header Bidder, Supply-Side Platform (“SSP”), and Demand-Side Platform
(“DSP”), designed to manage, deliver, and optimize targeted advertising on digital screens, enhancing yield and sourcing demand
efficiently. The technology is amortized over the estimated useful life of 8
years using the straight-line method.
Customer
relationship is derived from customer contracts and related customer relationships with existing customers. Customer relationship
is amortized based on the accelerated method over the estimated useful life of 15
years. Tradename
is derived from developed products tradenames, common law tradenames, service marks, service names, brand names, trade dress rights, logos,
internet domain name and URL addresses and general-use e-mail addresses. Tradename is amortized over the estimated useful life of 10
years using the straight-line method. The
results of operations of Hivestack have been included in the consolidated financial statements since the date of the acquisition.
The Company incurred acquisition related costs of $3,061 during the year ended December 31, 2023, which were included in general and administrative expenses in the consolidated statements of income.
Pro forma results of operations related to this acquisition have not been presented because they are not material to the Company’s consolidated statements of income. |
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