TeleNav 2015 Annual Report Download - page 115

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Table of Contents
released at the rate of 50% per year on each anniversary date of closing. These shares are released from escrow solely with the passage of time
and do not contain a service or performance requirement. In addition to the total purchase consideration, we issued 634,920 inducement RSUs to
the founders of skobbler. The fair value of the 634,920 RSUs issued in connection with the acquisition was $4.0 million , which has been
accounted for as post-combination stock-based compensation and is being amortized over a weighted average period of 2.0 years .
The fair value of our common stock issued in connection with the acquisition was determined to be $6.32
per share, the closing price of our
common stock on the acquisition measurement date, which is the date the acquisition closed.
The following table reflects the values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
We determined the fair value of developed technology and customer relationships to be $7.1 million and $0.4 million , respectively. The
fair value of the developed technology and customer relationships is being amortized using the straight-line method over the estimated life of
7.0
years
and 18 months, respectively. Developed technology and customer relationships are included in goodwill and intangible assets, net of
amortization on the consolidated balance sheets.
Goodwill of $16.9 million was recorded as the excess of the fair value of the acquisition consideration over the fair value of the net assets
acquired. This asset is attributed to buyer-specific value resulting from synergies that are not included in the fair value of assets. No goodwill
was deemed to be deductible for income tax purposes.
Included in the acquisition consideration is $3.7 million in cash that was paid by us and deposited in a third party escrow account to satisfy
potential indemnification claims.
For fiscal 2014, we recognized $1.1 million in acquisition related costs that were included in general and administrative expenses. The
amounts of revenue and income from skobbler for fiscal 2014 were not material.
Thinknear
On October 10, 2012, we completed our acquisition of privately held Local Merchant Services, Inc., or Thinknear, a California-based
hyper-local mobile advertising company. We acquired 100% of the outstanding stock of Thinknear for consideration of approximately $22.5
million , consisting of approximately $18.4 million in cash, plus restricted shares of our common stock and assumed stock options. The
acquisition of Thinknear enabled us to combine its location ad targeting technology with our existing advertising solution to create a new mobile
local advertising platform. The transaction has been accounted for under the acquisition method of accounting.
We recorded the assets acquired and liabilities assumed at their estimated fair value, with the difference between the fair value of the net
assets acquired and the purchase consideration reflected as goodwill.
The fair value of total acquisition consideration of $18.4 million was comprised of cash. In addition to cash, we issued 586,580 shares of
restricted common stock, and assumed options to acquire 74,491 shares (on an as-converted basis) of our common stock. The fair value of the
restricted shares and assumed options issued in connection with the acquisition was $4.1 million , which has been accounted for as post-
combination stock-based compensation. The $3.6 million fair value of the restricted shares and the $457,000 fair value of the assumed options
will be amortized over a weighted average period of 1.78 years and 2.82 years, respectively.
The fair value of our common stock issued in connection with the acquisition was determined to be $6.23
per share, the closing price of our
common stock on the acquisition measurement date, which is the date the acquisition closed. The weighted average fair value of the assumed
stock options to purchase 74,491 shares of our common stock was $6.13 per share based on the Black-Scholes fair value on the acquisition
measurement date.
F-30
Cash
$
100
Accounts receivable
177
Other assets
209
Customer relationships
400
Developed technology
7,100
Goodwill
16,907
Liabilities assumed
(1,135
)
Total value of assets acquired and liabilities assumed
$
23,758