XML 26 R12.htm IDEA: XBRL DOCUMENT
v3.20.2

Business Acquisitions and Divestitures | 6 Months Ended
--- | ---
Jun. 30, 2020
Business Combinations [Abstract] |
Business Acquisitions and Divestitures | 5. Business Acquisitions and Divestitures 2020 Acquisitions In the second quarter of 2020, we completed acquisitions to enhance our existing platform, technology, and workforce. The combined purchase consideration was $24.4 million of which $15.3 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. The associated goodwill and intangible assets are not 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 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 is 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, LLC (“Placed”). The total cash consideration received was $77.8 million, which includes amounts paid for severance and equity compensation. The remaining $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.

X
- 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
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration