Discontinued Operations

6 Months Ended

Jun. 30, 2025

Discontinued Operations and Disposal Groups [Abstract]

Divestiture

On June 30, 2025, the Company completed the sale of its Apps Business, as part of its strategic effort to divest non-core assets and dedicate its resources to advancing its advertising business. In connection with the transaction, the Company received $715.6 million in total consideration, consisting of $430.6 million in cash and 596,869,142 ordinary shares of Tripledot, valued at $285.0 million. These shares represented approximately 22% of Tripledot’s outstanding ordinary shares and 20% of its fully diluted equity capitalization as of the closing date. The

cash consideration of $430.6 million includes $400.0 million as specified in the purchase agreement and $30.6 million in preliminary purchase price adjustments based on estimated closing date net assets, which is subject to finalization in the third quarter of the year ending December 31, 2025.

The fair value of the equity consideration was determined based on the combined value of Tripledot and the Apps Business as of the closing date, estimated using a combination of the market approach, which incorporated valuation multiples of comparable public companies, and the income approach based on projected discounted cash flows. The significant assumptions used included estimates of future revenues and operating expenses, long-term growth rates, working capital requirements and discount rates, which are considered unobservable inputs and are classified as Level 3 within the fair value hierarchy. See Note 5 – Equity Method Investments for further details.

For tax purposes, the transfer of certain Apps Business subsidiaries was treated as an asset sale and resulted in a write-off of $125.6 million of deferred tax assets from the carrying value of Apps Business net assets, which was included in the provision for income taxes from discontinued operations. As a result of the divestiture, the Company derecognized net assets of $591.2 million and incurred transaction costs of $18.3 million, resulting in a pre-tax gain of $106.2 million, which was recorded in net income from discontinued operations for the three months ended June 30, 2025.

In addition, the Company entered into a Transition Services Agreement (“TSA”) with Tripledot. Under the terms of the TSA, the Company agreed to provide limited administrative and transitional services related to the divested Apps Business for a period of up to six months following the closing date.

The following table summarizes the results of operations classified as discontinued operations, net of income taxes, in the condensed consolidated statements of operations for the three and six months ended June 30, 2025 and 2024 (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	315,783	$	369,104	$	640,830	$	748,849
Costs and expenses:
Cost of revenue	89,890		160,788		209,442		330,394
Sales and marketing	118,974		135,142		242,547		300,919
Research and development	63,786		64,773		130,298		131,148
General and administrative	1,224		1,837		4,202		4,166
Goodwill impairment	—		—		188,943		—
Total costs and expenses	273,874		362,540		775,432		766,627
Income (loss) from operations	41,909		6,564		(134,602)		(17,778)
Other income:
Gain on divestiture, net of transaction costs	106,229		—		106,229		—
Other income, net	1,220		827		1,519		1,504
Total other income, net	107,449		827		107,748		1,504
Income (loss) from discontinued operations before income taxes	149,358		7,391		(26,854)		(16,274)
Provision for (benefit from) income taxes	101,683		(1,596)		72,590		(2,087)
Income (loss) from discontinued operations, net of income taxes	$	47,675	$	8,987	$	(99,444)	$	(14,187)

The following table represents assets and liabilities that are classified as discontinued operations in the condensed consolidated balance sheets for the period presented (in thousands):


Assets:	December 31, 2024
Cash and cash equivalents	$	44,381
Accounts receivable, net	130,911
Prepaid expenses and other current assets	16,063
Total current assets of discontinued operations	191,355
Goodwill	345,741
Intangible assets, net	423,826
Other non-current assets	167,682
Total assets of discontinued operations	$	1,128,604

Liabilities:
Accounts payable	$	59,125
Accrued and other current liabilities	45,202
Deferred revenue	32,786
Total current liabilities of discontinued operations	137,113
Other non-current liabilities	1,414
Total liabilities of discontinued operations	$	138,527

The following table summarizes significant non-cash operating items and capital expenditures related to discontinued operations, as reflected in the condensed consolidated statements of cash flows for the periods presented (in thousands):


	Six Months Ended June 30,
	2025		2024
Amortization, depreciation and write-offs	$	64,054	$	159,049
Stock-based compensation	$	3,663	$	11,474
Goodwill impairment	$	188,943	$	—
Acquisition of intangible assets	$	22,429	$	15,089

Goodwill Impairment

The Company evaluates goodwill for impairment at the reporting unit level on an annual basis, or more frequently if events or changes in circumstances indicate that goodwill may be impaired.

On February 12, 2025, the Company entered into a non-binding term sheet to sell its Apps Business to Tripledot. As of March 31, 2025, the Apps Business was not classified as held for sale, as the criteria required for such classification had not yet been met. However, the Company identified the non-binding term sheet combined with negotiations throughout the first quarter of 2025 to sell the Apps Business as an indicator of impairment for the Apps reporting unit and performed an interim quantitative goodwill impairment test as of March 31, 2025. Based on this assessment, the Company determined that the carrying amount of the Apps reporting unit exceeded its estimated fair value and recorded a non-cash goodwill impairment charge of $188.9 million. This charge was included in loss from discontinued operations, net of income taxes, for the six months ended June 30, 2025.

At the time the interim impairment test was performed, the Company had not yet determined the fair value of the total consideration, which was subject to the valuation of the equity consideration at the closing of the transaction. As a result, the Company estimated the fair value of the Apps reporting unit using the discounted cash flow method of the income approach. Key valuation inputs included projected future cash flows, risk-adjusted discount rates and long-term growth rates, which are based on management’s estimates and assumptions believed to be reasonable and reflective of known market conditions as of the interim impairment test date. The resulting fair value measurement is classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs.