Acquisitions (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2021

Dec. 31, 2020

Summary of the fair value of identifiable assets acquired and liabilities assumed

The following table summarizes the preliminary allocation of the purchase consideration to 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 following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	1,043
Accounts receivable and other current assets		1,457
Intangible assets
Apps—estimated useful life of 5 years		17,040
Tradename—estimated useful life of 5 years		260
Developed Technology—estimated useful life of 2 years		590
Property, equipment and other tangible assets		369
Goodwill		9,805
Accounts payable, accrued liabilities and other liabilities		(4,935	)
Total purchase consideration	$	25,629

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	2,787
Accounts receivable, net		1,850
Intangible assets
Apps—estimated useful life of 5 years		44,000
Tradename—estimated useful life of 5 years		900
Goodwill		20,198
Other tangible assets		131
Accounts payable		(2,492	)
Other liabilities		(11,142	)
Total valuation		56,232
Redeemable noncontrolling interest		(2,556	)
Total purchase consideration	$	53,676

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	37,767
Accounts receivable and other current assets		27,284
Intangible assets
Tradename—estimated useful life of 10 years		13,000
Apps—estimated useful life of 3—5 years		272,000
Intellectual property license—useful life of 2 years		28,551
Goodwill		82,353
Right-of-use assets under operating leases		125,639
Property, equipment and other tangible assets		42,312
Accounts payable, accrued liabilities and other liabilities		(81,591	)
Deferred revenue		(43,200	)
License obligation		(35,685	)
Operating lease liabilities		(139,875	)
Total purchase consideration	$	328,555

The following table summarizes the allocation of the purchase price and the identifiable assets acquired as of the amendment date (in thousands):

Cash	$	714
Accounts receivable		6,398
Prepaid expenses and other current assets		121
Intangible assets:
Tradename—estimated useful life of 5 years		230
Games—estimated useful life of 3 years		10,220
User install base—estimated useful life of 3 months		400
Goodwill		61,790
Property and equipment		42
Other assets		17
Accounts payable		(2,947	)
Accrued expenses		(3,049	)
Total purchase price	$	73,936
Contingent consideration		(52,429	)
Cash consideration	$	21,507

The following table summarizes the allocation of the purchase price and the identifiable assets acquired as of the closing date (in thousands):

Cash	$	1,093
Accounts receivable		52
Prepaid expenses and other current assets		11
Intangible assets:
Developed technology—estimated useful life of 3 years		3,200
Goodwill		30,038
Property and equipment		32
Other assets		334
Accounts payable		(2,124	)
Other current liabilities		(1	)
Total purchase price	$	32,635
Issuance of common stock		(735	)
Cash consideration	$	31,900

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	1,043
Accounts receivable and other current assets		1,457
Intangible assets
Apps—estimated useful life of 5 years		17,040
Tradename—estimated useful life of 5 years		260
Developed Technology—estimated useful life of 2 years		590
Property, equipment and other tangible assets		369
Goodwill		9,805
Accounts payable, accrued liabilities and other liabilities		(4,935	)
Total purchase consideration	$	25,629

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	2,787
Accounts receivable, net		1,850
Intangible Assets
Apps—estimated useful life of 5 years		44,000
Tradename—estimated useful life of 5 years		900
Goodwill		20,198
Other tangible assets		131
Accounts payable		(2,492	)
Other liabilities		(11,142	)
Total valuation		56,232
Redeemable noncontrolling interest		(2,556	)
Total purchase consideration	$	53,676

The following table summarizes the fair value of identifiable assets acquired and liabilities assumed (in thousands):

Cash	$	37,767
Accounts receivable and other current assets		27,284
Intangible assets
Tradename—estimated useful life of 10 years		13,000
Apps—estimated useful life of 3—5 years		272,000
IP license—useful life of 2 years		28,551
Goodwill		82,353
Right-of-use assets under operating leases		125,639
Property, equipment and other tangible assets		42,312
Accounts payable, accrued liabilities and other liabilities		(81,591	)
Deferred revenue		(43,200	)
License obligations		(35,685	)
Operating lease liabilities		(139,875	)
Total purchase consideration	$	328,555

Supplemental Pro Forma Information

The unaudited supplemental pro forma information below presents the combined historical results of operations of the Company, Machine Zone and Adjust for each of the periods presented as if Adjust had been acquired as of January 1, 2020 and Machine Zone had been acquired as of January 1, 2019 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			2021
Revenue	$	429,062		$	727,633		$	1,156,144		$	2,034,908
Net income (loss)		(102,917	)		(51	)		(230,779	)		3,963

The unaudited supplemental pro forma information above include the following adjustments to net income (loss) in the appropriate pro forma periods (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2020			2021			2020			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	$	(5,934	)	$	—		$	(42,058	)	$	(7,325	)
A net increase in revenue related to fair value adjustment		22,542			682			31,584			1,219
A decrease (increase) in expenses related to transaction expenses		—			—			(2,617	)		14,115
An decrease (increase) in interest expense related to new debt financing, net of interest expense related to pre-existing debt settled as part of the acquisitions		(2,652	)		—			97,107			(2,640	)
A (decrease) in other income—liability classified warrants		—			—			(1,730	)		—
An (increase) in tax provision		(3,201	)		(156	)		(18,877	)		(1,232	)

The following table includes unaudited pro forma results (in thousands, except per share data):

	Year Ended December 31,
	2019			2020
Revenue	$	1,332,476		$	1,625,476
Net (loss)		(105,353	)		(179,415	)
Net (loss) per share — basic and diluted	$	(0.50	)	$	(0.83	)