Salesforce.com 2012 Annual Report Download - page 94
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The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the
date of acquisition:
(in thousands)
Net tangible assets .......................................................... $ 1,563
Deferred tax liability ........................................................ (3,286)
Intangible assets ............................................................ 14,360
Goodwill .................................................................. 46,038
Net assets acquired .......................................................... $58,675
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets
acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets
acquired and liabilities assumed are based on management’s estimates and assumptions. The estimated fair
values of assets acquired and liabilities assumed are considered preliminary and are based on the information that
was available as of the date of the acquisition. The Company believes that the information provides a reasonable
basis for estimating the fair values of assets acquired and liabilities assumed, but it is waiting for additional
information, primarily related to current and noncurrent income taxes payable and deferred taxes which are
subject to change, pending the finalization of certain tax returns. Thus the provisional measurements of fair value
set forth above are subject to change. The Company expects to finalize the valuation as soon as practicable, but
not later than one-year from the acquisition date.
The following table sets forth the components of identifiable intangible assets acquired and their estimated
useful lives as of the date of acquisition:
(in thousands) Fair value Useful Life
Developed technology ............................................ $13,960 3 years
Customer relationships ............................................ 400 2years
Total intangible assets subject to amortization ..................... $14,360
Developed technology represents the estimated fair value of Assistly’s customer service solution
technology. The Company determined the useful life of the developed technology to be three years. Customer
relationships represent the fair values of the underlying relationships and agreements with Assistly customers.
The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities for
small and emerging businesses when integrating Assistly’s customer service technology with the Company’s
other product offerings. The goodwill balance is not deductible for tax purposes.
The Company assumed unvested options with a fair value of $5.1 million. Of the total consideration, $1.1
million was allocated to the purchase consideration and $4.0 million was allocated to future services and will be
expensed over the remaining service periods on a straight-line basis.
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