v3.22.2
Business Acquisitions
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Business Acquisitions

5. Business Acquisitions

2022 Acquisitions

In the six months ended June 30, 2022, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $108.8 million, which included $6.1 million in cash, $44.0 million in shares of our Class A common stock, and $58.7 million recorded in other liabilities on the consolidated balance sheet. Of the aggregate purchase consideration, $60.8 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, $90.1 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

 

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 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

 

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.