v3.10.0.1
Business Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Business Acquisitions

5. Business Acquisitions

2018 Acquisitions

Acquisitions were not material for the year ended December 31, 2018.

2017 Acquisitions

Placed, Inc.

In July 2017, we acquired Placed, Inc. (“Placed”), a location-based measurement services company. The purpose of the acquisition was to enhance our measurement capabilities. The total consideration was $185.9 million, of which $139.6 million represents purchase consideration and includes $135.2 million in cash paid to sellers, $3.9 million for the fair value of assumed options, and $0.5 million of liabilities due to the sellers. The remaining $46.3 million of total consideration transferred represents compensation for future employment services.

The allocation of the total purchase consideration for this acquisition is estimated as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Cash

 

$

6,919

 

Trademarks

 

 

2,700

 

Technology

 

 

22,400

 

Customer relationships

 

 

11,800

 

Goodwill

 

 

103,995

 

Net deferred tax liability

 

 

(13,520

)

Other assets acquired and liabilities assumed, net

 

 

5,296

 

Total

 

$

139,590

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.

Zenly SAS

In May 2017, we acquired Zenly SAS, a company that develops a location-based application that allows users to see where their friends are on a map. The purpose of the acquisition was to enhance the functionality of our platform. The total consideration paid was $213.3 million in cash, of which $196.1 million represents purchase consideration and includes $186.8 million in cash paid to the sellers and $9.3 million of liabilities due to the sellers. The remaining $17.2 million of total consideration transferred represents compensation for future employment services.

The allocation of the total purchase consideration for this acquisition is estimated as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Cash

 

$

22,610

 

Technology

 

 

23,000

 

Goodwill

 

 

154,353

 

Net deferred tax liability

 

 

(2,418

)

Other assets acquired and liabilities assumed, net

 

 

(1,428

)

Total

 

$

196,117

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.

Other Acquisitions

In March 2017, we acquired all outstanding shares of a company that operates a cloud hosted platform for building content online. The company was acquired to enhance the functionality of our platform. In June 2017, we acquired a component of a business from a social advertising software company that was integrated with our existing advertising platform and adds advertising tools to our advertising customers. In the fourth quarter 2017, we acquired several companies to enhance our existing platform, technology, and workforce. The total purchase consideration for these other acquisitions was $101.9 million, which included $95.3 million in cash and $6.6 million recorded in other liabilities on the consolidated balance sheets.

The allocation of the total purchase consideration for the above other acquisitions is as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Cash

 

$

1,701

 

Technology

 

 

49,325

 

Customer relationships

 

 

2,100

 

Goodwill

 

 

48,408

 

Net deferred tax liability

 

 

(1,976

)

Other assets acquired and liabilities assumed, net

 

 

2,382

 

Total

 

$

101,940

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from these business combinations and assembled workforce. Of the technology intangible assets, customer relationships, and goodwill in the above table, $40.1 million, $1.6 million, and $30.3 million, is deductible for tax purposes, respectively.

Additional Information on 2017 Acquisitions

For all acquisitions in 2017, we provided for a combined $171.1 million in the form of RSUs and RSAs to certain continuing employees of the companies in exchange for future service.

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.

2016 Acquisitions

Bitstrips

In March 2016, we acquired all outstanding shares of Bitstrips Inc. (“Bitstrips”), a web and mobile application that allows users to create a personal avatar. The total purchase consideration was $64.2 million, which includes $46.6 million in cash and $11.6 million in shares of our non-voting Class A common stock. Of the total purchase consideration, $6.0 million was recorded in accrued expenses and other current liabilities on the consolidated balance sheet.

The allocation of the total purchase consideration for the acquisition of Bitstrips is as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Technology

 

$

15,700

 

Customer relationships

 

 

1,600

 

Goodwill

 

 

52,671

 

Net deferred tax liability

 

 

(4,585

)

Other assets acquired and liabilities assumed, net

 

 

(1,162

)

Total

 

$

64,224

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.

Other Acquisitions

In August 2016, we acquired all outstanding shares of a mobile search company. The total purchase consideration was $114.5 million, which includes $21.0 million in cash and $83.0 million in shares of our non-voting Class A common stock. Of the total purchase consideration, $10.5 million was recorded in other liabilities on the consolidated balance sheet.

The allocation of the total purchase consideration for the acquisition is as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Technology

 

$

19,400

 

Goodwill

 

 

98,826

 

Net deferred tax liability

 

 

(7,112

)

Other assets acquired and liabilities assumed, net

 

 

3,421

 

Total

 

$

114,535

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes.

In addition, in 2016, we acquired all outstanding shares of a research and development-driven computer vision software company and substantially all of the assets of various companies that specialize in the areas of software and advertising technologies. Each of the acquisitions constituted a business. The total consideration transferred for these acquisitions was $47.0 million. Of the total purchase consideration, $4.6 million was recorded in other liabilities on the consolidated balance sheet. The allocation of the total purchase consideration for the above mentioned acquisitions is as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Technology

 

$

12,300

 

Goodwill

 

 

35,266

 

Net deferred tax liability

 

 

(500

)

Other assets acquired and liabilities assumed, net

 

 

(97

)

Total

 

$

46,969

 

 

The goodwill amount represents synergies related to our existing platform expected to be realized from these business combinations and assembled workforce. Of the technology intangible assets and goodwill in the above table, $9.8 million and $30.7 million is deductible for tax purposes, respectively.

Additional Information on 2016 Acquisitions

In connection with the acquisitions completed during the year ended December 31, 2016, we also agreed to provide additional consideration of $255.2 million, in both stock and cash, to certain employees of the acquired entities contingent on their continued employment with us.