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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The Giphy purchase price was calculated as follows:
| Purchase Price
Purchase price | $ | 53,000 |
Cash acquired and other working capital adjustments | 4,750 |
Cash paid on closing | $ | 57,750 |
Fair value of Giphy Retention Compensation contingent consideration 1 | (98,723) |
Fair value of consideration attributable to pre-combination service 2 | 34,972 |
Net purchase price | $ | (6,001) |
1 - This amount consists of $123.5 million of Giphy Retention Compensation, adjusted for $18.9 million of income tax obligations associated with the receipt of the Giphy Retention Compensation and $5.9 million for the time value of money. 2 - Relates to the cash value of replaced unvested Meta equity awards attributable to pre-combination services.
Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed | The aggregate purchase price for this acquisition has been allocated to the assets acquired and liabilities assumed as follows (in thousands):
Assets acquired and liabilities assumed: | Giphy 1
Cash and cash equivalents | $ | 4,030 |
Prepaid expenses and other current assets | 1,416 |
Right of use assets | 1,243 |
Intangible assets: |
Trade name | 21,000 |
Developed technology | 21,500 |
Intangible assets | 42,500 |
Deferred tax asset | 1,006 |
Other assets | 1,647 |
Total assets acquired | $ | 51,842 |
Accounts payable, accrued expenses and other liabilities | (4,949) |
Lease liability | (1,090) |
Total liabilities assumed | (6,039) |
Net assets acquired | $ | 45,803 |
Net purchase price | (6,001) |
Bargain purchase gain | $ | 51,804 |
1 - During the three months ended September 30, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $9.9 million associated with additional information analyzed related to the deferred income tax balances. The measurement and allocation of the purchase price is preliminary and will be finalized within the allowable measurement period once the Company finalizes its assessment of fair value of intangible assets, income tax balances and other assets acquired and liabilities assumed. The aggregate purchase price for these acquisitions has been allocated to the assets acquired and liabilities assumed as follows (in thousands):
Assets acquired and liabilities assumed: | Pond5 1 | Splash News | Total
Cash and cash equivalents | $ | 11,675 |  | $ | 180 |  | $ | 11,855 |
Accounts receivable | 1,273 |  | 500 |  | $ | 1,773 |
Other assets | 1,102 |  | 525 |  | 1,627 |
Right of use asset | 1,674 |  | — |  | 1,674 |
Intangible assets: |  |  |
Customer relationships | 34,900 |  | — |  | 34,900 |
Trade name | 5,300 |  | — |  | 5,300 |
Developed technology | 27,600 |  | 1,263 |  | 28,863 |
Intangible assets | 67,800 |  | 1,263 |  | 69,063 |
Goodwill | 158,957 |  | 5,565 |  | 164,522 |
Total assets acquired | $ | 242,481 |  | $ | 8,033 |  | $ | 250,514 |
Accounts payable, accrued expenses and other liabilities | (9,304) |  | (1,528) |  | (10,832) |
Contributor royalties payable | (3,039) |  |  | (3,039) |
Deferred revenue | (3,705) |  | — |  | (3,705) |
Deferred tax liability | (6,381) |  | (189) |  | (6,570) |
Lease liability | (2,038) |  | — |  | (2,038) |
Total liabilities assumed | (24,467) |  | (1,717) |  | (26,184) |
Net assets acquired | $ | 218,014 |  | $ | 6,316 |  | $ | 224,330 |
____________________________________________________ 1 During the three months ended September 30, 2022, the Company updated its preliminary allocation of the Pond5 purchase price to the assets acquired and liabilities assumed. This resulted in a (i) $4.0 million increase to goodwill, (ii) a $4.1 million decrease to intangible assets, including a $7.0 million decrease to the value of customer relationships, partially offset by a $2.3 million increase to the value of the developed technology, and (iii) other immaterial adjustments.
Business Acquisition, Pro Forma Information | These pro forma results have been prepared for comparative purposes only and are based on estimates and assumptions that have been made solely for purposes of developing such pro forma information and are not necessarily indicative of what the Company’s operating results would have been, had the acquisitions actually taken place at the beginning of the previous annual period.
| Three Months Ended September 30, |  | Nine Months Ended September 30,
| 2023 |  | 2022 |  | 2023 |  | 2022
Revenue |  |  |  |  |  |  |
As Reported | $ | 233,248 |  |  | $ | 204,096 |  |  | $ | 657,368 |  |  | $ | 610,100 |
Pro Forma | 233,248 |  |  | 209,096 |  |  | 667,368 |  |  | 645,383 |
Income before income taxes |  |  |  |  |  |  |
As Reported | $ | 27,613 |  |  | $ | 27,139 |  |  | $ | 120,408 |  |  | $ | 82,528 |
Pro Forma | 22,080 |  |  | 10,904 |  |  | 58,685 |  |  | 76,810 |

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- Definition Tabular disclosure of contingent payment arrangements including the terms that will result in payment and the accounting treatment that will be followed if such contingencies occur, including the potential impact on earnings per share if contingencies are to be settled in common stock of the entity. The description also may include the period over which amounts are expected to be paid, and changes in the amount since the previous reporting period. This also includes contingent options and commitments. + References No definition available. + Details
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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-1 + Details
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