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Business Acquisitions | 9 Months Ended
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Sep. 30, 2021
Business Combinations [Abstract] |
Business Acquisitions | 5. Business Acquisitions 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 represents purchase consideration and primarily consists 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 represents compensation for future employment services. The operating results of Wave Optics were included in the results of our operations from the acquisition date and were not material to our consolidated revenue or consolidated operating loss. In addition, the unaudited pro forma results of operations assuming the Wave Optics acquisition had taken place at the beginning of each period are not provided as the historical operating results of Wave Optics were not material. The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is estimated 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 represents current and future cash consideration payments. The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is 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 Acquisitions In the nine months ended September 30, 2021, we completed other acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $123.8 million, which included $54.4 million in cash, $56.6 million in shares of our Class A common stock, and $12.8 million recorded in other liabilities on the consolidated balance sheet. The aggregate allocation of purchase consideration was as follows:
|  | Total |
|  | (in thousands) |
Technology |  | $ | 27,700 |
Customer relationships |  |  | 4,000 |
Goodwill |  |  | 96,292 |
Net deferred tax liability |  |  | (7,273 | )
Other assets acquired and liabilities assumed, net |  |  | 3,079 |
Total |  | $ | 123,798 |
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, $1.0 million is deductible for tax purposes. 2020 Acquisitions For the year ended December 31, 2020, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate allocation of acquisition date fair value was as follows:
| Total |
| (in thousands) |
Technology |  | 46,112 |
Goodwill |  | 162,747 |
Net deferred tax liability |  | (5,741 | )
Other assets acquired and liabilities assumed, net |  | 1,392 |
Total | $ | 204,510 |
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, $49.6 million was deductible for tax purposes.

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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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