Note 4 - Acquisitions (Tables)
|
9 Months Ended |
Sep. 30, 2022 |
|---|
| Notes Tables |
|
| Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable [Table Text Block] |
| Equity Consideration at closing – shares of common stock |
|
$ |
12,067,571 |
|
| Super League closing stock price per share on the Mobcrush Closing Date |
|
$ |
4.96 |
|
| Fair value of common stock issued |
|
$ |
59,855,000 |
|
| Cash consideration at closing |
|
|
|
|
|
$ |
3,000,000 |
|
| Equity consideration at closing – shares of common stock |
|
|
1,031,928 |
|
|
|
|
|
| Super League closing stock price per share on the Superbiz Closing Date |
|
$ |
2.91 |
|
|
|
|
|
| Fair value of equity consideration issued at closing |
|
$ |
3,000,000 |
|
|
|
3,000,000 |
|
| Fair value of total consideration issued at closing |
|
|
|
|
|
$ |
6,000,000 |
|
|
| Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] |
| |
|
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 expense |
|
|
(2,017,000 |
) |
| Deferred revenue |
|
|
(130,000 |
) |
| Net deferred income tax liability |
|
|
(3,073,000 |
) |
| Identifiable net assets acquired |
|
|
16,286,000 |
|
| Goodwill |
|
|
43,569,000 |
|
| Total purchase price |
|
$ |
59,855,000 |
|
| |
|
Amount |
|
| Assets Acquired and Liabilities Assumed: |
|
|
|
|
| Accounts receivable |
|
$ |
124,000 |
|
| Identifiable intangible assets |
|
|
1,747,000 |
|
| Identifiable net assets acquired |
|
|
1,871,000 |
|
| Goodwill |
|
|
4,129,000 |
|
| Total purchase price |
|
$ |
6,000,000 |
|
|
| Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] |
| |
|
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 (see Note 3) |
|
|
7 |
|
|
|
500,000 |
|
| Customer relationships |
|
|
5 |
|
|
|
500,000 |
|
| Total intangible assets acquired |
|
|
|
|
|
$ |
19,500,000 |
|
| |
|
Estimated Useful Life (in years) |
|
|
Amount |
|
| Developed technology |
|
|
7 |
|
|
$ |
912,000 |
|
| Developer relationships |
|
|
3 |
|
|
|
559,000 |
|
| Customer relationships |
|
|
3 |
|
|
|
276,000 |
|
| Total intangible assets acquired |
|
|
|
|
|
$ |
1,747,000 |
|
|
| Business Acquisition, Estimate Deferred Tax Liabilities [Table Text Block] |
| |
|
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 |
) |
| |
|
Book Basis |
|
|
Tax Basis |
|
|
Difference |
|
| Intangible assets acquired |
|
$ |
2,512,000 |
|
|
$ |
- |
|
|
$ |
(2,512,000 |
) |
| Estimated net operating loss carryforwards – Bannerfy |
|
|
|
|
|
|
144,000 |
|
|
|
144,000 |
|
| Net deferred tax liability – pretax |
|
|
|
|
|
|
|
|
|
|
(2,368,000 |
) |
| Estimated tax rate |
|
|
|
|
|
|
|
|
|
|
23.48 |
% |
| Estimated net deferred tax liability – Pursuant to ASC 740(1) |
|
|
|
|
|
|
|
|
|
$ |
(556,000 |
) |
|
| Business Acquisition, Pro Forma Information [Table Text Block] |
| |
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
| |
|
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
| Revenue |
|
$ |
3,605,000 |
|
|
$ |
2,138,000 |
|
|
$ |
8,782,000 |
|
|
$ |
5,765,000 |
|
| Net Loss |
|
|
(6,964,000 |
) |
|
|
(6,468,000 |
) |
|
|
(16,119,000 |
) |
|
|
(21,895,000 |
) |
|