v3.22.0.1
Business Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Acquisitions and Divestitures

5. Business Acquisitions and Divestitures

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 represents 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 represents compensation for future employment services.

The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is estimated as follows:

 

 

Total

 

 

(in thousands)

 

Trademarks

$

20,584

 

Technology

 

77,118

 

Customer relationships

 

32,708

 

Goodwill

 

370,236

 

Net deferred tax liability

 

(3,313

)

Other assets acquired and liabilities assumed, net

 

13,111

 

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 represents current and future cash consideration payments.

The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is as follows:

 

 

Total

 

 

(in thousands)

 

Trademarks

$

800

 

Technology

 

17,000

 

Customer relationships

 

17,000

 

Goodwill

 

88,132

 

Net deferred tax liability

 

(5,643

)

Other assets acquired and liabilities assumed, net

 

7,160

 

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 the consolidated balance sheet.

The aggregate allocation of purchase consideration was as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Technology

 

$

64,150

 

Customer relationships

 

 

4,000

 

Goodwill

 

 

203,482

 

Net deferred tax liability

 

 

(11,871)

 

Other assets acquired and liabilities assumed, net

 

 

6,325

 

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

Goodwill

 

 

162,747

Net deferred tax liability

 

 

(5,741)

Other assets acquired and liabilities assumed, net

 

 

1,392

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.

2019 Acquisitions and Divestiture

AI Factory, Inc.

In December 2019, we acquired the remaining ownership interest in AI Factory, Inc. (“AI Factory”), a content and technology company. Prior to the acquisition, we owned a minority interest in the company. The purpose of the acquisition was to enhance the functionality of our platform.

The acquisition date fair value of AI Factory was $128.1 million, which primarily represents current and future cash consideration payments to sellers, as well as the $13.5 million estimated fair value of our original minority interest. We recognized the change in pre-acquisition fair value of our original minority interest as a gain in Other income (expense), net on the consolidated statement of operations.

The allocation of acquisition date fair value was as follows:

 

 

 

Total

 

 

 

(in thousands)

 

Technology

 

$

16,000

 

Goodwill

 

 

110,734

 

Other assets acquired and liabilities assumed, net

 

 

1,353

 

Total

 

$

128,087

 

 

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. 

Placed, LLC

In June 2019, we divested our membership interest in Placed, a location-based measurement services company, to Foursquare Labs, Inc. (“Foursquare”). The total cash consideration received was $77.8 million, which includes amounts paid for severance and equity compensation. $66.9 million represents purchase consideration and we recognized a net gain on divestiture of $39.9 million, which is included in other income (expense), net, on our consolidated statements of operations. The operating results of Placed were not material to our consolidated revenue or consolidated operating loss for all periods presented. We determined that Placed did not meet the criteria to be classified as discontinued operations.

Placed assets and liabilities on completion of the divestiture were as follows:

 

 

Total

 

 

(in thousands)

 

Trademarks, net

$

1,052

 

Technology, net

 

14,193

 

Customer relationships, net

 

5,246

 

Goodwill

 

2,682

 

Other assets and liabilities, net

 

3,827

 

Total

$

27,000

 

 

Other Acquisitions

In the fourth quarter of 2019, we acquired a business to enhance our existing platform, technology, and workforce. The purchase consideration was $34.0 million of which $23.5 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 this business combination and assembled workforce. The associated goodwill and intangible assets are deductible for tax purposes.

Additional Information on 2021, 2020, and 2019 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.