Salesforce.com 2012 Annual Report Download - page 97

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acquired and liabilities assumed were based on management’s estimates and assumptions. During fiscal 2012 the
Company finalized its assessment of fair value of the assets and liabilities assumed at acquisition date. The
impact of all finalized business combination adjustments were recorded to goodwill and decreased goodwill by
$0.2 million. This adjustment is not reflected in the table above.
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 service technology and database ........................... $23,560 3 years
Customer relationships ............................................ 2,440 5 years
Trade name and trademark ......................................... 2,140 3 years
Total intangible assets subject to amortization ..................... $28,140
Customer relationships represent the fair values of the underlying relationships and agreements with
Jigsaw’s customers. Developed service technology and database represents the fair values of the Jigsaw
technology and database that contains the business contact data. Trade name and trademark represents the fair
values of brand and name recognition associated with the marketing of Jigsaw’s services. The goodwill balance
is not deductible for tax purposes. The goodwill balance is primarily attributable to Jigsaw’s assembled
workforce and the expected synergies and revenue opportunities when combining the business contact data
within the Jigsaw solution with the Company’s cloud applications.
Heroku, Inc.
In January 2011 the Company acquired for cash the stock of Heroku, Inc. (“Heroku”), a
platform-as-a-service cloud vendor, built to work in an open environment and take advantage of the Ruby
language. Ruby has become one of the leading development languages used for applications that are social,
collaborative and deliver real-time access to information across mobile devices. The Company has included the
financial results of Heroku in the consolidated financial statements from the date of acquisition. The total
purchase consideration for Heroku was approximately $216.7 million, entirely in cash.
The following table summarizes the estimated fair values of the assets and liabilities assumed at the
acquisition date:.
(in thousands)
Net tangible assets ......................................................... $ 5,411
Intangible assets ........................................................... 40,060
Deferred tax liability ....................................................... (10,060)
Goodwill ................................................................. 181,304
Net assets acquired ......................................................... $216,715
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 were based on management’s estimates and assumptions. During fiscal 2012 the
Company finalized its assessment of fair value of the assets and liabilities assumed at the acquisition date. The
impact of all finalized business combination adjustments were recorded to goodwill and decreased goodwill by
$1.3 million. This adjustment is not reflected in the table above.
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