BUSINESS COMBINATIONS (Tables)
|
6 Months Ended |
Jun. 30, 2021 |
|---|
| BUSINESS COMBINATIONS |
|
| Schedule of Purchase price consideration |
Equity Consideration at closing |
|
|
12,067,571 |
|
Super League closing stock price per share on the Closing Date |
|
$ |
4.96 |
|
Fair value of common stock issued |
|
$ |
59,855,000 |
|
|
| Schedule of Assets acquired |
|
|
Amount |
|
Assets Acquired and Liabilities Assumed: |
|
|
|
Cash |
|
$ |
586,000 |
|
Accounts receivable |
|
|
1,266,000 |
|
Prepaids |
|
|
141,000 |
|
Property and equipment |
|
|
13,000 |
|
Identifiable intangible assets |
|
|
19,500,000 |
|
Accounts payable and accrued expenses |
|
|
(1,966,000 |
) |
Deferred revenue |
|
|
(130,000 |
) |
Net deferred income tax liability |
|
|
(3,073,000 |
) |
Identifiable net assets acquired |
|
|
16,337,000 |
|
Goodwill |
|
|
43,518,000 |
|
Total purchase price |
|
$ |
59,855,000 |
|
|
| Schedule of acquired intangible assets |
|
|
Estimated Useful Life (in years) |
|
|
Amount |
|
Preferred partner relationship |
|
|
7 |
|
|
|
10,700,000 |
|
Developed technology |
|
|
5 |
|
|
|
3,900,000 |
|
Influencers/content creators |
|
|
5 |
|
|
|
2,000,000 |
|
Advertiser and agency relationships |
|
|
5 |
|
|
|
1,900,000 |
|
Trademarks |
|
|
7 |
|
|
|
500,000 |
|
Customer relationships |
|
|
5 |
|
|
|
500,000 |
|
Total intangible assets acquired |
|
|
|
|
|
$ |
19,500,000 |
|
|
| Schedule of non-goodwill intangibles acquired |
|
|
Book Basis |
|
|
Tax Basis |
|
|
Difference |
|
Intangible assets acquired |
|
|
19,500,000 |
|
|
|
2,635,000 |
|
|
$ |
(16,865,000 |
) |
Tangible assets acquired |
|
|
13,000 |
|
|
|
|
|
|
|
(13,000 |
) |
Estimated net operating loss carryforwards - Mobcrush |
|
|
- |
|
|
|
5,895,000 |
|
|
|
5,895,000 |
|
Net deferred tax liability - pretax |
|
|
|
|
|
|
|
|
|
|
(10,983,000 |
) |
Estimated tax rate |
|
|
|
|
|
|
|
|
|
|
27.98 |
% |
Estimated net deferred tax liability |
|
|
|
|
|
|
|
|
|
$ |
(3,073,000 |
) |
|
| Schedule of single entity |
|
|
Three Months Ended |
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
2,011,000 |
|
|
$ |
1,725,000 |
|
|
$ |
5,176,000 |
|
|
$ |
3,627,000 |
|
Net Loss |
|
|
(3,203,000 |
) |
|
|
(7,469,000 |
) |
|
|
(9,155,000 |
) |
|
|
(15,295,000 |
) |
|