Yahoo 2015 Annual Report Download - page 123

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The total purchase price of approximately $161 million consisted of cash consideration. Under the
terms of the agreement, the Company acquired all of the equity interests (including all outstanding
vested options) of Polyvore. Outstanding Polyvore unvested options were assumed and converted
into equivalent awards for Yahoo common stock valued at $7 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 is also recognizing stock-based compensation
expense of $15 million over a period of four years. This amount is comprised of Yahoo common stock
issued to the founders (which had a fair value of $15 million at the acquisition date). The Yahoo
common stock held in escrow is issued to the founders and is subject to forfeiture and will be
released over four years provided they remain employees of the Company.
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
$ 6,019
Other tangible assets acquired
12,057
Amortizable intangible assets:
Developed technology
17,550
Tradename
1,150
Customer contracts and related relationships
225
Goodwill
131,084
Total assets acquired
168,085
Liabilities assumed
(7,503)
Total
$160,582
The amortizable intangible assets have useful lives not exceeding five years and a weighted average
useful life of three years. The purchase price of $161 million 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 $131 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. The entire goodwill amount was
recorded in the Americas segment.
Other Acquisitions—During the year ended December 31, 2015, the Company acquired one other
company which was accounted for as a business combination. The total purchase price for this
acquisition was $23 million. The purchase price allocation of the assets acquired and liabilities
assumed based on their estimated fair values was as follows: $5 million to amortizable intangibles; $4
million to net liabilities assumed; and the remainder of $22 million 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. The entire goodwill amount was
recorded in the EMEA segment.
The Company’s business combinations completed during the years ended December 31, 2013, 2014
and 2015 did not have a material impact on the Company’s consolidated statements of operations
and therefore proforma disclosures have not been presented.
119