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Acquisitions | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions HotelTonight On April 15, 2019, the Company completed the acquisition of Hotel Tonight, Inc. (“HotelTonight”), an online marketplace for boutique hotel rentals, to enhance the Company’s offerings in the hotel accommodations space. The Company acquired all outstanding shares of HotelTonight for a total purchase consideration of $441.4 million funded primarily with cash and 3.2 million shares of the Company’s Class A common stock. The aggregate purchase consideration for HotelTonight was comprised of the following (in thousands):
| Fair Value
Cash paid to HotelTonight stockholders and equity award holders | $ | 237,387 |
Common stock issued to HotelTonight stockholders and equity award holders | 201,079 |
Replacement stock options attributable to pre-acquisition service | 2,891 |
Total purchase consideration | $ | 441,357 |
Cash consideration included reimbursement of acquisition-related transaction costs of $11.3 million incurred by HotelTonight to execute the transaction. Additionally, the Company recognized $3.9 million of acquisition-related costs, recorded as general and administrative expenses in its consolidated statements of operations. Certain unvested stock options held by HotelTonight employees were assumed by the Company in connection with the acquisition. The portion of the fair value of the assumed stock options associated with pre-acquisition service of HotelTonight employees represented a component of the total purchase consideration, as presented above. The remaining fair value of $12.3 million of these issued awards was excluded from the purchase price. These awards, which are subject to the recipients’ continued service with the Company, will be recognized ratably as stock-based compensation expense over the requisite service period. The following table summarizes the final allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed (in thousands):
| Amount
Cash, cash equivalents, and restricted cash | $ | 55,960 |
Intangible assets | 88,000 |
Goodwill | 329,899 |
Net liabilities assumed | (32,502) |
Total purchase consideration | $ | 441,357 |
Goodwill is primarily attributable to the assembled workforce and anticipated synergies and economies of scale expected from the integration of the acquired business. The identified intangible assets assumed in the acquisition were recognized as follows based upon their fair values as of the acquisition date (in thousands):
| Estimated Useful Life | Fair Value
Developed technology | 3 years | $ | 20,000 |
Listing relationships | 10 years | 35,100 |
Trade names | 5 years | 32,900 |
Total identified intangible assets |  | $ | 88,000 |
The Company’s consolidated financial statements include the accounts of HotelTonight starting as of the acquisition date. Other Acquisitions During the year ended December 31, 2019, the Company completed two business combinations in addition to the HotelTonight acquisition described above for total consideration of $63.3 million, of which $11.4 million was paid in cash, $36.7 million was paid in shares of the Company’s Class A common stock, and $15.3 million was contingent consideration. Of the total consideration for these acquisitions, $33.8 million was attributed to goodwill, $31.7 million was attributed to intangible assets, and $2.2 million was attributed to other net liabilities. In connection with an acquisition made in 2019, consideration in the form of equity will be earned contingent upon meeting certain milestones based on cumulative booking values. The contingent consideration was valued as of the acquisition date using a Monte Carlo simulation model with varying assumptions including booking projections and probability of achievement through the performance period, which ends in 2025. The contingent consideration is marked to market at each reporting period with changes in fair value recorded in sales and marketing expense, given that the contingent consideration is dependent on selling related activities. For the years ended December 31, 2019 and 2020, the changes in the fair value of the contingent consideration liability were not material and $30.9 million, respectively. During the year ended December 31, 2020, certain performance milestones were met resulting in the vesting of equity to the acquiree with a fair value of $22.4 million. No performance milestones were met for the year ended December 31, 2019. For all intangible assets acquired during the year ended December 31, 2019, the weighted-average useful life was 5.4 years. There were no acquisitions completed during the year ended December 31, 2020 or 2021. These acquisitions were made to enhance the Company’s offerings and expand the Company’s expertise in engineering and other functional areas. The amount of goodwill deductible for income tax purposes was $15.0 million as of December 31, 2019. Pro forma and historical post-acquisition results of operations for the acquisition completed during the year ended December 31, 2019 were not material to the Company’s consolidated statements of operations.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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