ACQUISITIONS | ACQUISITIONS2022 Acquisitions Unbound Security, Inc. On January 4, 2022, the Company completed the acquisition of Unbound Security, Inc. (“Unbound”) by acquiring all issued and outstanding shares of capital stock and stock options of Unbound. Unbound is a pioneer in a number of cryptographic security technologies, which the Company believes will play a key role in the Company’s product and security roadmap. In accordance with ASC 805, Business Combinations , the acquisition was accounted for as a business combination under the acquisition method. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, synergies, and the use of purchased technology to develop future products and technologies. The final allocation of purchase consideration to assets and liabilities remains in process as the Company continues to evaluate certain balances, estimates, and assumptions during the measurement period (up to one year from the acquisition date). Any changes in the fair value of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. During the nine months ended September 30, 2022, a measurement period adjustment associated with deferred tax assets was recorded, resulting in an increase in other non-current assets of $4.1 million and a corresponding reduction in goodwill. The total consideration transferred in the acquisition was $258.0 million, consisting of the following (in thousands): Cash $ 151,424 Cash payable 126 Class A common stock of the Company 103,977 RSUs for shares of the Company’s Class A common stock 2,457 Total purchase consideration $ 257,984 Included in the purchase consideration are $21.7 million in cash and 85,324 shares of the Company’s Class A common stock that are subject to an indemnity holdback. The cash and shares subject to the indemnity holdback will be released 18 months after the closing date of the transaction. The results of operations and the fair values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements from the date of acquisition. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 10,560 Restricted cash 573 Accounts and loans receivable, net of allowance 4,981 Prepaid expenses and other current assets 4,182 Lease right-of-use assets 1,059 Property and equipment, net 1,248 Goodwill 222,732 Intangible assets, net 28,500 Other non-current assets 3,476 Total assets 277,311 Accounts payable 719 Accrued expenses and other current liabilities 11,325 Lease liabilities 1,059 Other non-current liabilities 6,224 Total liabilities 19,327 Net assets acquired $ 257,984 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in Years) Developed technology $ 15,700 1 - 5 In-process research and development ("IPR&D") 2,500 N/A Customer relationships 10,300 2 The intangible assets will be amortized on a straight-line basis over their respective useful lives to technology and development expenses for developed technology and general and administrative expenses for customer relationships. Amortization of the IPR&D will be recognized in technology and development expenses once the research and development is placed into service as internally developed software. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to development costs and profit, costs to recreate customer relationships, market participation profit, and opportunity cost. Total acquisition costs of $3.0 million were incurred in relation to the acquisition, which were recognized as an expense and included in general and administrative expenses in the condensed consolidated statements of operations. The impact of this acquisition was not considered significant to the Company’s condensed consolidated financial statements for the current period presented and pro forma financial information has not been provided. FairXchange, Inc. On February 1, 2022, the Company completed the acquisition of FairXchange, Inc. (“FairX”) by acquiring all issued and outstanding shares of capital stock, stock options and warrants of FairX. FairX is a derivatives exchange which is registered with the U.S. Commodity Futures Trading Commission as a designated contract market (“DCM”) and the Company believes it has been a key stepping stone on the Company’s path to offer crypto derivatives to retail and institutional customers in the United States. In accordance with ASC 805, Business Combinations , the acquisition was accounted for as a business combination under the acquisition method. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, market presence, synergies, and the use of purchased technology to develop future products and technologies. The final allocation of purchase consideration to assets and liabilities remains in process as the Company continues to evaluate certain balances, estimates, and assumptions during the measurement period (up to one year from the acquisition date). Any changes in the fair value of the assets acquired and liabilities assumed during the measurement period may result in adjustments to goodwill. During the nine months ended September 30, 2022, a measurement period adjustment associated with deferred tax assets was recorded, resulting in an increase in other non-current assets of $0.3 million and a corresponding reduction in goodwill. The total consideration transferred in the acquisition was $275.1 million, consisting of the following (in thousands): Cash $ 56,726 Cash payable 10,442 Class A common stock of the Company - issued 174,229 Class A common stock of the Company - to be issued 33,693 Total purchase consideration $ 275,090 The aggregate purchase consideration includes 170,397 shares of the Company’s Class A common stock to be issued after the acquisition date. The fair value of these shares on the acquisition date is included in additional paid-in capital. Additionally, included in the purchase consideration are $4.7 million in cash and 83,035 shares of the Company’s Class A common stock that are subject to an indemnity holdback. The cash and shares subject to the indemnity holdback will be released 15 months after the closing date of the transaction. The results of operations and the fair values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements from the date of acquisition. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Cash and cash equivalents $ 10,867 Accounts and loans receivable, net of allowance 411 Prepaid expenses and other current assets 20 Intangible assets, net 41,000 Goodwill 231,685 Other non-current assets 8,295 Total assets 292,278 Accounts payable 472 Accrued expenses and other current liabilities 5,796 Other non-current liabilities 10,920 Total liabilities 17,188 Net assets acquired $ 275,090 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in Years) DCM License $ 26,900 Indefinite Developed technology 10,700 5 Trading relationships 3,400 3 The developed technology and trading relationships will be amortized on a straight-line basis over their respective useful lives to technology and development expenses for developed technology and general and administrative for trading relationships. The DCM license has an indefinite useful life and will not be amortized. Management applied significant judgment in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to forecasted revenues and expenses, development costs and profit, costs to recreate trading relationships, market participation profit, and opportunity cost. Total acquisition costs of $1.1 million were incurred related to the acquisition, which were recognized as an expense and included in general and administrative expenses in the condensed consolidated statements of operations. The impact of this acquisition was not considered significant to the Company’s condensed consolidated financial statements for the current period presented and pro forma financial information has not been provided. Bison Trails On February 8, 2021, the Company completed the acquisition of Bison Trails Co. (“Bison Trails”) by acquiring all issued and outstanding common stock and stock options of Bison Trails. Bison Trails is a platform-as-a-service company that provides a suite of easy-to-use blockchain infrastructure products and services on multiple networks to custodians, exchanges and funds. Prior to the acquisition, the Company held a minority ownership stake in Bison Trails, which was accounted for as a cost method investment. In accordance with ASC 805, Business Combinations , the acquisition was accounted for as a business combination achieved in stages under the acquisition method. Accordingly, the cost method investment was remeasured to fair value as of the acquisition date. The Company considered multiple factors in determining the fair value of the previously held cost method investment, including the price negotiated with the selling shareholders and current trading multiples for comparable companies. Based on this analysis, the Company recognized an $8.8 million gain on remeasurement, which was recorded in other expense, net in th e condensed co nsolidated statement of operations on the acquisition date. The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date with the excess recorded as goodwill, none of which is expected to be deductible for tax purposes. The goodwill balance is primarily attributed to the assembled workforce, market presence, synergies, and the use of purchased technology to develop future products and technologies. The total consideration transferred in the acquisition was $457.3 million, consisting of the following (in thousands): Class A common stock of the Company $ 389,314 Previously held interest on acquisition date 10,863 Cash 28,726 Replacement of Bison Trails options 28,365 Total purchase consideration $ 457,268 Included in the purchase consideration are 496,434 shares of the Company’s Class A common stock that are subject to an indemnity holdback. The shares subject to the indemnity holdback will be released 18 months after the closing date of the transaction. The results of operations and the fair values of the assets acquired and liabilities assumed have been included in t he condensed co nsolidated financial statements from the date of acquisition. The following table summarizes the estimated fair values of assets acquired and liabilities assumed using a cost-based approach (in thousands): Cash and cash equivalents $ 12,201 Crypto assets held 5,177 Accounts and loans receivable, net of allowance 2,323 Prepaid expenses and other current assets 122 Intangible assets, net 39,100 Goodwill 404,167 Other non-current assets 1,221 Lease right-of-use assets 808 Total assets 465,119 Accounts payable 526 Accrued expenses and other current liabilities 1,920 Lease liabilities 808 Other non-current liabilities 4,597 Total liabilities 7,851 Net assets acquired $ 457,268 The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in Years) Developed technology $ 36,000 3 IPR&D 1,200 N/A User base 1,900 3 The intangible assets will be amortized on a straight-line basis over their respective useful lives to technology and development expenses for developed technology and general and administrative expenses for user base. Amortization of the IPR&D will be recognized in technology and development expenses once the research and development is placed into service as internally developed software. Management applied significant judgement in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to development costs and profit, costs to recreate customer relationships, market participation profit, and opportunity cost. Total acquisition costs of $3.7 million were incurred related to the acquisition, which were recognized as an expense and included in general and administrative expenses in the condensed consolidated statements of operations. The impact of this acquisition was not considered significant to the Company’s condensed consolidated financial statements and pro forma financial information has not been provided. Other Acquisitions During the nine months ended September 30, 2021, the Company also completed three other acquisitions that were not material individually, but were material when aggregated. In each of these acquisitions the Company acquired all issued and outstanding common stock and stock options of the acquiree. The total purchase consideration in each acquisition was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition dates, with the excess recorded as goodwill. During the nine months ended September 30, 2022, measurement period adjustments associated with deferred tax assets were recorded, resulting in an increase in other non-current assets of $1.9 million and a corresponding reduction in goodwill. The aggregate total preliminary consideration transferred in these acquisitions was $135.7 million, consisting of the following (in thousands): Class A common stock of the Company - issued $ 51,760 Class A common stock of the Company - to be issued 39,940 Cash 27,795 Cash payable 412 Contingent consideration arrangement 15,752 Aggregate total purchase consideration $ 135,659 The aggregate purchase consideration included 160,840 shares of the Company’s Class A common stock which was issued six months after the respective acquisition dates. The fair value of these shares on the respective acquisition dates was included in additional paid-in capital. Additionally, 39,663 shares of the Company’s Class A common stock included in the aggregate purchase consideration that are to be issued, are subject to an indemnity holdback. The shares subject to the indemnity holdback will be released between 15 and 18 months after the closing date of each transaction. Also included in the aggregate purchase consideration was the original estimated fair value of the contingent consideration arrangement agreed to in one of the acquisitions. The contingent consideration consists of two separate tranches. The first tranche will be settled one year after the closing date of the transaction and may result in delivery of up to 75,534 shares of the Company’s Class A common stock if specified revenue targets are met during the first year after the closing date. The second tranche will be settled two years after the closing date of the transaction and may result in delivery of up to another 75,534 shares of the Company’s Class A common stock, if specified revenue targets are met during the second year after the closing date. For each tranche, the revenue targets are adjusted for changes in the combined Bitcoin and Ethereum market capitalization since the closing date. The total number of the Company’s Class A common stock issued to settle the contingent consideration arrangement will be adjusted downward in proportion to recognized revenues that do not meet the specified revenue targets. In September 2022, upon resolution of the contingency and determination of the number of shares of the Company’s Class A common stock to be issued under the first tranche of the contingent consideration arrangement, the Company reclassified the value of the first tranche from other non-current liabilities into additional paid-in capital in the condensed consolidated balance sheets. The second tranche of the contingent consideration arrangement is included in other non-current liabilities and is subject to subsequent measurement at fair value with changes in fair value recognized through other expense, net. The results of operations and the fair values of the assets acquired and liabilities assumed have been included in the condensed consolidated financial statements from the respective dates of acquisition. The following table summarizes the aggregate estimated fair values of assets acquired and liabilities assumed using a cost-based approach (in thousands): Cash and cash equivalents $ 4,915 Accounts and loans receivable, net of allowance 57 Prepaid expenses and other current assets 209 Intangible assets, net 46,100 Goodwill 86,041 Total assets 137,322 Accounts payable 65 Accrued expenses and other current liabilities 649 Other non-current liabilities 949 Total liabilities 1,663 Net assets acquired $ 135,659 The excess of aggregate purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill of $86.0 million, of which $77.1 million is expected to be deductible for U.S. tax purposes. The goodwill balance is primarily attributed to the assembled workforce, market presence, synergies, and the use of purchased technology to develop future products and technologies. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the dates of acquisition (in thousands, except for years data): Fair Value Useful Life at Acquisition (in Years) Developed technology $ 33,700 2.7 User base 1,000 2.5 In process research and development 1,600 N/A Customer relationships 9,800 5 The intangible assets will be amortized on a straight-line basis over their respective useful lives to technology and development expenses for developed technology and general and administrative expenses for customer relationships and user base. Amortization of the IPR&D will be recognized in technology and development expenses once the research and development is placed into service as internally developed software. Management applied significant judgement in determining the fair value of intangible assets, which involved the use of estimates and assumptions with respect to development costs and profit, costs to recreate customer relationships, market participation profit, and opportunity cost. These valuations incorporate significant unobservable inputs classified as Level 3. Total acquisition costs of $3.5 million were incurred related to these other acquisitions, which were recognized as expenses and included in general and administrative expenses in the condensed consolidated statements of operations. The Company also entered into employment agreements with key employees of the acquirees, which included stock-based compensation arrangements. In conjunction with these agreements, the Company recognized $3.2 million of compensation expenses on the acquisition dates included in technology and development expenses. Stock-based compensation arrangements offered to these key employees with vesting conditions will be recognized as compensation expense in future periods. See Note 15. Stock-Based Compensation , for additional details regarding stock-based compensation issued to employees. The impact of these acquisitions were not considered significant to the Company’s condensed consolidated financial statements and pro forma financial information has not been provided. |