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Business Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions and Divestitures Business Acquisitions and Divestitures
2022 Acquisitions
In 2022, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $120.5 million, which included $17.7 million in cash, $44.0 million in shares of our Class A common stock, and $58.8 million recorded in other liabilities on our consolidated balance sheets. Of the aggregate purchase consideration, $69.3 million was allocated to goodwill and the remainder primarily to identifiable intangible assets. The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $101.7 million is deductible for tax purposes.
2021 Acquisitions
Wave Optics
In May 2021, we acquired Wave Optics Limited (“Wave Optics”), a display technology company that supplies light engines and diffractive waveguides for augmented reality displays. The total consideration was $541.8 million, of which $510.4 million represented purchase consideration and primarily consisted of 4.7 million shares of our Class A common stock with a fair value of $252.0 million, cash of $13.7 million, and a $238.4 million payable due no later than May 2023 in either cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election. The remaining $31.4 million of total consideration transferred represented compensation for future employment services.
The allocation of the total purchase consideration for this acquisition was as follows:
Total
(in thousands)
Trademarks$20,584 
Technology77,118 
Customer relationships32,708 
Goodwill370,236 
Net deferred tax liability(3,313)
Other assets acquired and liabilities assumed, net13,111 
Total$510,444 
The goodwill amount represents synergies expected to be realized from the business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.
Fit Analytics
In March 2021, we acquired Fit Analytics GmbH (“Fit Analytics”), a sizing technology company that powers solutions for retailers and brands, to grow our e-commerce and shopping offerings. The purchase consideration for Fit Analytics was $124.4 million, which primarily represented current and future cash consideration payments.
The allocation of the total purchase consideration for this acquisition was as follows:
Total
(in thousands)
Trademarks$800 
Technology17,000 
Customer relationships17,000 
Goodwill88,132 
Net deferred tax liability(5,643)
Other assets acquired and liabilities assumed, net7,160 
Total$124,449 
The goodwill amount represents synergies expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.
Other 2021 Acquisitions
For the year ended December 31, 2021, we completed other acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $266.1 million, which included $139.5 million in cash, $93.7 million in shares of our Class A common stock, and $32.9 million recorded in other liabilities on our consolidated balance sheets.
The aggregate allocation of purchase consideration was as follows:
Total
(in thousands)
Technology$64,150 
Customer relationships4,000 
Goodwill203,482 
Net deferred tax liability(11,871)
Other assets acquired and liabilities assumed, net6,325 
Total$266,086 
The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $8.2 million is deductible for tax purposes.
2020 Acquisitions
For the year ended December 31, 2020, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate allocation of acquisition date fair value was as follows:
Total
(in thousands)
Technology$46,112 
Goodwill162,747 
Net deferred tax liability(5,741)
Other assets acquired and liabilities assumed, net1,392 
Total$204,510 
The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $49.6 million is deductible for tax purposes.
Additional Information on 2022, 2021, and 2020 Acquisitions
The operating results of the above acquisitions were included in the results of our operations from the acquisition date and were not material to our consolidated revenue or consolidated operating loss. In addition, unaudited pro forma results of operations assuming the above acquisitions had taken place at the beginning of each period are not provided because the historical operating results of the acquired entities were not material and pro forma results would not be materially different from reported results for the periods presented.