Acquisitions | Acquisitions 2022 Acquisitions Business Combinations Wurl — On April 1, 2022, the Company completed its acquisition of all of the equity interests of Wurl , Inc. ("Wurl") , a connected TV software platform, for a total purchase price of $378.2 million, consisting of $219.3 million in cash, 2,579,692 shares of the Company's Class A common stock valued at $137.4 million and a deferred payment of $21.5 million relating to an indemnity holdback amount to be paid in 18 months following the transaction close date. The transaction will enable the Company to expand into the connected TV market. The Company accounted for the acquisition as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $1.9 million. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 400 Accounts receivable and other current assets 15,194 Intangible assets Customer Relationships—estimated useful life of 15 years 41,000 Developed Technology—estimated useful life of 6 years 60,500 Tradename—estimated useful life of 10 years 14,700 Goodwill 261,945 Property and equipment, net 363 Other assets 159 Accounts payable, accrued liabilities and other current liabilities (12,854) Deferred revenue (209) Deferred income tax liability (3,031) Total purchase consideration $ 378,167 The above allocation of the purchase price is still provisional and subject to change within the measurement period, including potential adjustments to deferred tax balances. The final allocation of the purchase price is expected to be completed as soon as practicable, but no later than one year from the date of the acquisition close. The income approach was used to determine the preliminary fair value of the customer relationships, developed technology, and tradename. Goodwill represents the excess of the purchase price over the preliminary fair value of identifiable assets acquired and liabilities assumed at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. For tax purposes, no tax deductible goodwill was generated as a result of this acquisition. Contemporaneously with entering into the definitive agreement, the Company also adopted a multi-year performance-based incentive plan for certain key employees of Wurl, under which the key employees may earn up to a total of $600.0 million in additional shares of the Company's Class A common stock through 2025, contingent upon the achievement of certain revenue and other performance targets by the acquired business and the continued employment of such key employees between 2023 and 2025. Such plan became effective at the closing of the transaction. The Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2022 includes Wurl's revenue of $11.4 million and pre-tax loss of $4.6 million for the p eriod from the acquisition date of April 1, 2022 to June 30, 2022. See Pro forma results of operations below under "Supplemental Pro Forma Information". MoPub — On January 1, 2022, the Company completed its acquisition from Twitter, Inc. of certain assets that comprised of its MoPub business for a total purchase price of $1.03 billion in cash. The acquisition allows the Company to integrate certain product features of the MoPub platform into MAX, the Company's own in-app mediation platform, and migrate publishers and demand partners from the MoPub platform to MAX. The Company accounted for the acquisition as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $14.4 million. The following table summarizes the preliminary allocation of the purchase consideration to the fair value of the assets acquired (in thousands): As of June 30, 2022 Intangible assets Advertiser Relationships—estimated useful life of 9 years $ 212,700 Publisher Relationships—estimated useful life of 9 years 123,300 Developed Technology—estimated useful life of 5 years 61,800 Tradename—estimated useful life of 3 months 60 Goodwill 632,472 Total purchase consideration $ 1,030,332 The fair values assigned to the assets acquired are based on the Company's best estimates and assumptions as of the reporting date. No liabilities were assumed in the transaction. The Company has completed a preliminary valuation and expects to finalize it as soon as practical, but no later than one year from the acquisition date. The income approach was used to determine the preliminary fair value of the advertiser relationships, publisher relationships, developed technology and tradename. Goodwill represents the excess of the purchase price over the preliminary fair value of identifiable assets acquired at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. For tax purposes, an estimated tax deductible goodwill of $694.5 million was generated as a result of this acquisition. Contemporaneously with the signing of the asset purchase agreement, the Company entered into an agreement for Twitter, Inc. to provide certain transitional services to facilitate the migration of publishers and demand partners to MAX during a three-month transitional period following the closing of the transaction (the "TSA"). The Company accounted for the TSA as a transaction separate from the business combination since it was negotiated primarily for the benefit of the Company. During the six months ended June 30, 2022, the Company recognized total expense of $7.0 million related to the transitional services, which was included primarily in cost of revenue in the Company's condensed consolidated statement of operations. Due to the significant integration of the MoPub business with MAX, it was impractical to determine the impact of the acquired business on revenue or earnings. See Pro forma results of operations below under "Supplemental Pro Forma Information". Asset Acquisitions During the three and six months ended June 30, 2022, the Company recognized total earn-out costs of $43.8 million and $75.5 million, respectively, related to asset acquisitions closed in 2021 and prior. No other asset acquisition was completed during the three and six-month period ended June 30, 2022. 2021 Acquisitions Business Combinations On April 20, 2021, the Company acquired adjust GmbH (“Adjust”), a mobile application tracking and analytics company. The Company purchased all of the outstanding shares of the capital stock of Adjust and settled all of Adjust’s debt for the stated purchase price of $980.0 million, which was composed of a $352.0 million stated value of convertible securities convertible into a variable number of shares of the Company's Class A common stock at a variable conversion price, $50.0 million of cash holdback, and remaining amount of $578.0 million in cash consideration. The fair value of the convertible securities and fair value of the cash holdback are estimated to be $342.2 million and $47.6 million, respectively. As such, the fair value of the acquisition consideration is determined to be $967.8 million. The transaction is expected to expand the Company’s Software Platform solutions and has been accounted for as a business combination. Transaction costs incurred by the Company in connection with the acquisition, including professional fees, were $3.1 million. The following table summarizes the fair value of the assets acquired and liabilities assumed (in thousands): Cash and cash equivalents $ 12,155 Accounts receivable and other current assets 21,840 Intangible assets Customer Relationships—estimated useful life of 12 years 155,000 Developed Technology—estimated useful life of 6 years 77,000 Tradename—estimated useful life of 5 years 8,000 Goodwill 776,147 Operating lease right-of-use assets 8,130 Property and equipment, net 1,897 Finance lease right-of-use assets 43,156 Other assets 3,191 Accounts payable, accrued liabilities and other current liabilities (15,540) Deferred revenue (5,600) Operating lease liabilities (8,130) Finance lease liabilities (43,156) Deferred income tax liability (66,273) Total purchase consideration $ 967,817 The income approach was used to determine the fair value of the customer relationships, developed technology, and tradename. Goodwill represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed at the acquisition date and is primarily attributable to the assembled workforce and expected synergies at the time of the acquisition. For tax purposes, a tax deductible goodwill of $692.5 million was generated as a result of this acquisition. The Company’s condensed consolidated statement of operations for the three months ended June 30, 2021 includes Adjust’s revenue of $21.6 million and pretax loss of $19.2 million for the period from the acquisition date of April 20, 2021 to June 30, 2021. See Pro forma results of operations below under "Supplemental Pro Forma Information". Asset Acquisitions In April 2021, the Company completed two separate transactions to acquire certain mobile Apps from two foreign-based independent mobile game developers in exchange for an aggregate upfront cash consideration of $300.0 million and potential future earn-out payments. The Company incurred a total transaction cost of $6.0 million related to these transactions. Both transactions were accounted for as asset acquisitions with $306.0 million allocated to the acquired mobile Apps, which will be amortized over approximately eight years. Concurrent with the closings of these transactions, the Company entered into a development services agreement with each of the independent mobile game developers to support the acquired mobile Apps, as well as to develop new mobile Apps during the four-year term of the agreement. With respect to the first transaction, the potential future earn-out payments are contingent on the revenue generated by the acquired mobile Apps exceeding a certain revenue threshold, which will be measured and payable (if applicable) each year for four years from the date of the transaction. With respect to the second transaction, the potential future earn-out payments will be determined in a manner similar to the first transaction, in addition to a potential one-time earn-out payment of $50.0 million contingent on the achievement of a certain monthly revenue milestone within the four years following the date of the transaction. In June 2021, the Company acquired certain mobile Apps from a foreign-based independent mobile game developer in exchange for an upfront cash consideration of $130.0 million and future earn-out payments. The Company incurred a total transaction cost of $4.0 million related to the transaction. The transaction was accounted for as an asset acquisition with $134.0 million allocated to the acquired mobile Apps, which will be amortized over nine years. Concurrent with the closing of the transaction, the Company entered into a development services agreement with the independent mobile game developer to support the acquired mobile Apps, as well as to develop new mobile Apps during the four-year term of the agreement. With respect to all initially acquired mobile Apps, the potential future earn-out payments are contingent on the revenue and/or earnings before interest, taxes, depreciation, and amortization ("EBITDA") generated by the acquired Apps exceeding certain thresholds. During the three and six months ended June 30, 2021, the Company also acquired certain mobile Apps for an upfront cash consideration of $8.0 million and $8.0 million, respectively. During the three and six months ended June 30, 2021, the Company recognized total earn-out costs of $51.8 million and $87.6 million, respectively, of which, $40.7 million and $67.9 million were related to an asset acquisition closed in 2020. Supplemental Pro Forma Information The unaudited supplemental pro forma information below presents the combined historical results of operations of the Company, Adjust, the MoPub business, and Wurl for each of the periods presented as if Adjust had been acquired as of January 1, 2020, and the MoPub business and Wurl had been acquired as of January 1, 2021 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue $ 776,231 $ 723,699 $ 1,410,684 $ 1,397,200 Net income (loss) $ (20,810) $ 20,974 $ (128,437) $ (18,880) The unaudited supplemental pro forma information above includes the following adjustments to net loss in the appropriate pro forma periods (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 An (increase) in amortization expense related to the fair value of acquired identifiable intangible assets, net of the amortization expense already reflected in actual historical results $ — $ (17,953) $ (3,512) $ (40,253) A decrease (increase) in expenses related to the TSA $ — $ — $ 7,000 $ (7,000) An increase in revenue related to fair value adjustment $ — $ 538 $ 538 An (increase) due to replacement stock awards $ — $ (2,693) $ (1,221) $ (6,159) An (increase) in interest expense related to new debt financing, net of interest expense related to pre-existing debt settled as part of the acquisitions $ — $ (1,350) $ — $ (2,641) A decrease (increase) in expenses related to transaction costs $ 179 $ 2,903 $ 16,899 $ (8,912) A decrease in expenses related to transaction bonuses $ 1,101 $ 10,000 $ 1,101 $ 8,899 A decrease (increase) in income tax provision $ (292) $ 1,952 $ (4,625) $ 12,671 |