LinkedIn 2014 Annual Report Download - page 101

The following table presents the purchase price allocation recorded in the Company’s consolidated
balance sheets on the acquisition date (in thousands):
Total
Net tangible assets ..................................................... $ 221
Goodwill(1) ........................................................... 35,657
Intangible assets(2) ..................................................... 14,000
Net deferred tax liability .................................................. (2,267)
Total purchase consideration ............................................ $47,611
(1) The goodwill represents the excess value of the purchase price over both tangible and intangible
assets acquired and liabilities assumed. The goodwill in this transaction is primarily attributable to
expected operational synergies, the assembled workforce, and the future development initiatives of
the assembled workforce. None of the goodwill is expected to be deductible for tax purposes.
(2) Identifiable definite-lived intangible assets were comprised of developed technology of $9.5 million,
trade name of $2.7 million, registered user base of $1.2 million and backlog of $0.6 million. The
overall weighted-average life of the identifiable definite-lived intangible assets acquired was
2.9 years, which will be amortized on a straight-line basis over their estimated useful lives.
Pro forma results of operations for this acquisition have not been presented as the financial impact
to the Company’s consolidated financial statements is not material.
Fiscal 2012 Acquisitions
Slideshare
On May 17, 2012, LinkedIn completed its acquisition of Slideshare, Inc. (‘‘Slideshare’’), a San
Francisco, California-based privately held provider of a professional and educational content platform
that allows users to upload documents to share ideas, conduct research, connect with others, and
generate leads for their businesses. LinkedIn’s purchase price of $74.1 million for all the outstanding
shares of capital stock of Slideshare consisted of approximately $32.2 million paid in cash
consideration and 375,956 shares of LinkedIn Class A common stock. LinkedIn also issued 82,108
stock options and 14,146 RSUs related to assumed Slideshare equity awards. The fair value of the
earned portion of assumed stock options and RSUs of $2.4 million is included in the purchase price,
with the remaining fair value of $6.9 million resulting in post-acquisition compensation expense that will
generally be recognized ratably over two years from the date of acquisition.
The acquisition has been accounted for under the acquisition method, and, accordingly, the total
purchase price has been allocated to the tangible and intangible assets acquired and the liabilities
assumed based on their respective fair values on the acquisition date. Slideshare’s results of
operations have been included in the consolidated financial statements from the date of acquisition. To
retain the services of certain former Slideshare employees, LinkedIn offered nonvested Class A
common stock and cash bonuses that will be earned in equal semi-annual installments over two years
from the date of acquisition. As these equity awards and payments are subject to post-acquisition
employment, the Company is accounting for these arrangements as post-acquisition compensation
expense. In connection with these post-acquisition arrangements, the Company issued 198,915 shares
of nonvested Class A common stock with a total fair value of $20.9 million.
Other acquisitions
In 2012, the Company completed five other acquisitions for total cash consideration of
approximately $28.3 million and 297,515 shares of LinkedIn Class A common stock. The total purchase
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