Yahoo 2014 Annual Report Download - page 117

In connection with the acquisition, the Company issued restricted stock units to employees valued at
$23 million, which is being recognized as stock-based compensation expense as the restricted stock
units vest over four years related to continuing employment.
The amortizable intangible assets have useful lives not exceeding five years and a weighted average
useful life of five years. No amounts have been allocated to in-process research and development and
$195 million has been preliminarily allocated to goodwill. Goodwill represents the excess of the
purchase price over the estimated fair value of the net tangible and identifiable intangible assets
acquired and is not deductible for tax purposes.
BrightRoll. On December 12, 2014, the Company completed the acquisition of BrightRoll, Inc.
(“BrightRoll”), a leading programmatic video advertising platform. The transaction will combine
Yahoo’s premium-desktop and mobile video advertising inventory with BrightRoll’s programmatic
video platform and publisher relationships to bring substantial value to advertisers on both platforms.
The purchase price of $583 million exceeded the estimated fair value of the net tangible and
identifiable intangible assets and liabilities acquired and, as a result, the Company recorded goodwill
of $423 million in connection with this transaction. Under the terms of the agreement, the Company
acquired all of the equity interests (including all outstanding vested options) in BrightRoll and
BrightRoll stockholders and vested option holders were paid in cash. Outstanding BrightRoll
unvested options were assumed and converted into equivalent awards for Yahoo common stock
valued at $25 million, which is being recognized as stock-based compensation expense as the
options vest over periods of up to four years.
The total purchase price of approximately $583 million consisted mainly of cash consideration. The
preliminary allocation of the purchase price of the assets acquired and liabilities assumed based on
their estimated fair values was as follows (in thousands):
Cash acquired $ 41,899
Accounts receivable, net 99,330
Other tangible assets acquired 55,548
Amortizable intangible assets:
Developed technology 19,400
Customer contracts and related relationships 85,600
Other 8,100
Goodwill 422,695
Total assets acquired 732,572
Liabilities assumed (149,625)
Total $ 582,947
In connection with the acquisition, the Company issued restricted stock units to employees valued at
$78 million, which is being recognized as stock-based compensation expense as the restricted stock
units vest over four years related to continuing employment. In addition, the transaction resulted in
cash consideration of $54 million to be paid to BrightRoll’s founder over three years, also provided
that he remains an employee of the Company. Such cash payments are being recognized as
compensation expense over the three-year service period.
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