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Acquisitions
9 Months Ended
Sep. 30, 2016
Business Combinations [Abstract]  
Acquisitions

5. Acquisitions

Acquisition of Zindagi

 

On January 1, 2016, we acquired the assets of Zindagi, a provider of social games, for purchase consideration of approximately $13.8 million, which consisted of cash paid of $12.5 million (net of prepaid compensation expense of $2.5 million) and contingent consideration with a fair value of $1.3 million. As of September 30, 2016, the fair value of the contingent consideration liability is $0.2 million. The contingent consideration may be payable based on the achievement of certain future performance targets during the three year period following the acquisition date and could be up to $60.0 million. We will record changes in the fair value of contingent consideration liabilities within operating expenses in our consolidated statement of operations each future reporting period.

The following table summarizes the purchase date fair value of net tangible and intangible assets acquired from Zindagi (in thousands, unaudited):

 

 

 

Total

 

Developed technology, useful life of 3 years

 

$

3,257

 

Goodwill

 

 

10,503

 

Total

 

$

13,760

 

 

Goodwill, which is deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.

 

Acquisition of PuzzleSocial

 

On July 1, 2016, we acquired 100% of the equity interests of PuzzleSocial, a provider of mobile crossword puzzle games, for purchase consideration of approximately $20.4 million, which consisted of cash paid of $20.0 million and contingent consideration with a fair value of $0.4 million. As of September 30, 2016, the fair value of the contingent consideration liability is $0.4 million. The contingent consideration may be payable based on the achievement of certain future performance targets during the two and a half year period following the acquisition date and could be up to $42.0 million. We will record changes in the fair value of contingent consideration liabilities within operating expenses in our consolidated statement of operations each future reporting period.

The following table summarizes the purchase date fair value of net tangible and intangible assets acquired from PuzzleSocial (in thousands, unaudited):

 

 

 

Total

 

Developed technology, useful life of 4.5 years

 

$

6,923

 

Customer base, useful life of 1 year

 

 

3,499

 

Net tangible assets acquired (liabilities assumed)

 

 

2,144

 

Goodwill

 

 

11,811

 

Deferred tax liabilities

 

 

(3,948

)

Total

 

$

20,429

 

 

Goodwill, which is not deductible for tax purposes, represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired, and is primarily attributable to the assembled workforce of the acquired business and expected synergies at the time of the acquisition.

For further details on our fair value methodology with respect to contingent consideration liabilities for Zindagi and PuzzleSocial, see Note 3 – “Fair Value Measurements”.