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Acquisitions (Tables)
 3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Schedule of Aggregate Purchase Price Allocation to 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:Backgrid
Cash and cash equivalents$1,718 
Accounts receivable732 
Other assets77 
Intangible assets:
Trade name300 
Developed technology900 
Intangible assets1,200 
Goodwill19,843 
Total assets acquired$23,570 
Contributor royalties payable(849)
Accrued expenses(1,302)
Deferred tax liability(271)
Total liabilities assumed(2,422)
Net assets acquired$21,148 
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
Cash and cash equivalents$4,030 
Prepaid expenses and other current assets1,416 
Right of use assets1,243 
Intangible assets:
Trade name21,000 
Developed technology19,500 
Intangible assets40,500 
Deferred tax asset1,463 
Other assets1,647 
Total assets acquired$50,299 
Accounts payable, accrued expenses and other liabilities(4,949)
Lease liability(1,090)
Total liabilities assumed(6,039)
Net assets acquired$44,260 
Net purchase price(6,001)
Bargain purchase gain$50,261 
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.
2 - During the three months ended December 31, 2023, the Company revised its preliminary allocation of the Giphy purchase price to the assets acquired and liabilities assumed by $1.6 million associated with additional information analyzed related to the valuation of the Developed Technology asset. 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.
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 adjustments4,750 
Cash paid on closing$57,750 
Fair value of Giphy Retention Compensation contingent consideration1
(98,723)
Fair value of consideration attributable to pre-combination service2
34,972 
Net purchase price$(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.
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 March 31,
20242023
Revenue
As Reported$214,315 $215,280 
Pro Forma215,259 224,066 
Income before income taxes
As Reported$20,390 $41,414 
Pro Forma23,030 28,764