Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.22.0.1
Acquisitions (Tables)
 12 Months Ended
Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
Acquired Assets:
Receivables, net $ 21 
Prepaid expenses and other current assets 16 
Property and equipment 8 
Intangible assets 38 
Goodwill 224 
Operating lease right-of-use assets 11 
Total assets $ 318 
Assumed Liabilities:
Accounts payable and accrued expenses $ 4 
Deferred revenue 1 
Operating lease current liabilities 2 
Operating lease liabilities 9 
Total liabilities $ 16 
Total consideration $ 302 
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
Acquired Assets:
Cash and cash equivalents $ 313 
Receivables, net 353 
Prepaid expenses and other current assets 109 
Property and equipment 65 
Intangible assets 1,107 
Goodwill 1,553 
Deferred tax assets 102 
Operating lease right-of-use assets 104 
Long term assets 7 
Total assets $ 3,713 
Assumed Liabilities:
Accounts payable and accrued expenses $ 324 
Deferred revenue 37 
Operating lease current liabilities 28 
Current maturities of debt 151 
Long-term debt (a) 218 
Operating lease liabilities 69 
Other long-term liabilities 7 
Total liabilities $ 834 
Total consideration $ 2,879 
(a)In order to present the assets acquired and liabilities assumed, the conversion feature associated with Pandora's convertible notes for $62 has been included within Long-term debt in the table above and included within Additional paid-in-capital within our statement of stockholders' equity (deficit). Refer to Note 13 for additional information.
Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable
The table below shows the value of the consideration paid in connection with the Pandora Acquisition:
Total
Pandora common stock outstanding 272 
Exchange ratio 1.44 
Common stock issued 392 
Price per share of Holdings common stock $ 5.83 
Value of common stock issued to Pandora stockholders $ 2,285 
Value of replacement equity awards attributable to pre-combination service $ 70 
Consideration of common stock and replacement equity awards for pre-combination service $ 2,355 
Sirius XM’s Pandora preferred stock investment (related party fair value instrument) canceled $ 524 
Total consideration for Pandora Acquisition $ 2,879 
Value attributed to par at $0.001 par value
 $ 1 
Balance to capital in excess of par value $ 2,354 
Schedule of Business Acquisition, Pro Forma Information The following pro forma financial information presents our results as if the Pandora Acquisition had occurred on January 1, 2019:
For the Years Ended December 31,
2021 2020 2019
Total revenue $ 8,696  $ 8,046  $ 7,921 
Net income $ 1,314  $ 131  $ 938