Schedule of Aggregate Purchase Price Allocation to Assets Acquired and Liabilities Assumed |
The aggregate purchase price for the Envato and Backgrid acquisitions have been allocated to the assets acquired and liabilities assumed as follows (in thousands): | | | | | | | | | | | | Assets acquired and liabilities assumed: | Envato | Backgrid | Total | Cash and cash equivalents1 | $ | 90,591 | | $ | 1,718 | | $ | 92,309 | | Accounts receivable | 6,818 | | 732 | | 7,550 | | Other assets | 5,404 | | 77 | | 5,481 | | Right of use asset | 273 | | — | | 273 | | Fixed assets | 895 | | — | | 895 | | Intangible assets: | | | | Trade name | 31,000 | | 300 | | 31,300 | | Developed technology | 61,000 | | 900 | | 61,900 | | Customer relationships | 14,200 | | — | | 14,200 | | Intangible assets | 106,200 | | 1,200 | | 107,400 | | Goodwill2 | 169,161 | | 19,843 | | 189,004 | | Deferred tax asset | 36,956 | | — | | 36,956 | | Total assets acquired | $ | 416,298 | | $ | 23,570 | | $ | 439,868 | | | | | | Accounts payable | (4,173) | | — | | (4,173) | | Contributor royalties payable | (11,917) | | (849) | | (12,766) | | Accrued expenses | (30,233) | | (228) | | (30,461) | | Deferred revenue | (46,888) | | — | | (46,888) | | Deferred tax liability | — | | (271) | | (271) | | Other liabilities1 | (72,682) | | (1,074) | | (73,756) | | Lease liability | (190) | | — | | (190) | | Total liabilities assumed | (166,083) | | (2,422) | | (168,505) | | Net assets acquired | $ | 250,215 | | $ | 21,148 | | $ | 271,363 | | 1 Envato’s cash includes $63.4 million for the funding of Envato obligations that were triggered upon the closing of the acquisition (the “Envato Seller Obligations”). These obligations are also reported as assumed liabilities within Other liabilities. The Envato Obligations would not have been incurred had the acquisition not closed, and are presented “on-the-line” because they are not reflected in either the acquirer’s or acquiree’s statement of operations. 2 In the first quarter of 2025, the Company updated its preliminary allocation of the Envato purchase price to the assets acquired and liabilities assumed. This resulted in (i) a $1.6 million increase to goodwill, (ii) a $0.4 million decrease to Deferred tax assets, and (iii) a $1.2 million increase to Other liabilities.
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Business Combination, 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 June 30, | | Six Months Ended June 30, | | 2025 | | 2024 | | 2025 | | 2024 | Revenue | | | | | | | | As Reported | $ | 266,990 | | | $ | 220,053 | | | $ | 509,610 | | | $ | 434,368 | | Pro Forma | 266,990 | | | 268,616 | | | 509,610 | | | 533,475 | | Income before income taxes | | | | | | | | As Reported | $ | 43,131 | | | $ | 16,560 | | | $ | 63,549 | | | $ | 36,950 | | Pro Forma | 43,131 | | | 19,429 | | | 63,549 | | | 48,567 | |
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