Yahoo 2015 Annual Report Download - page 122

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.
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.
The total purchase price of approximately $581 million consisted mainly of cash consideration. The
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 55,923
Amortizable intangible assets:
Developed technology 19,400
Customer contracts and related relationships 85,600
Other 8,100
Goodwill 416,580
Total assets acquired 726,832
Liabilities assumed (145,667)
Total $ 581,165
The amortizable intangible assets have useful lives not exceeding seven years and a weighted
average useful life of five years. The purchase price exceeded the estimated fair value of the tangible
and identifiable intangible assets and liabilities acquired and, as a result of the allocation, the
Company recorded goodwill of $417 million in connection with this transaction. 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.
Other Acquisitions—Business Combinations. During the year ended December 31, 2014, the
Company acquired nine other companies, all of which were accounted for as business combinations.
The total purchase price for these acquisitions was $66 million less cash acquired of $4 million, which
resulted in a net cash outlay of $62 million. The purchase price allocation of the assets acquired and
liabilities assumed based on their estimated fair values was $39 million allocated to goodwill, $18
million to amortizable intangible assets, $4 million to cash acquired, $10 million to other tangible
assets, and $5 million to assumed liabilities.
Transactions completed in 2015
Polyvore. On September 2, 2015, the Company acquired Polyvore, Inc. (“Polyvore”), a social
commerce website that lets users across the globe discover and shop for their favorite products in
fashion, beauty and home décor.
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