TripAdvisor 2014 Annual Report Download - page 86

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companies; Vacation Home Rentals, a U.S.-based vacation rental website featuring more than 14,000 properties around the world
purchased in May 2014; London-based Tripbod, a travel community that helps connect travelers to local experts purchased in May
2014; Lafourchette, a provider of an online and mobile reservations platform for restaurants in Europe purchased in May 2014;
MyTable and Restopolis, both providers of an online and mobile reservations platform for restaurants in Italy purchased in October
2014; and Iens, a provider of an online and mobile reservations platform for restaurants in the Netherlands purchased in December
2014. The purchase price consideration is subject to an adjustment based on the finalization of working capital adjustments for
Restopolis and Iens, as of December 31, 2014. During 2014, all 2014 acquisitions accounted for approximately 3% of consolidated
revenue for the year.
The purchase price allocation of our 2014 acquisitions, is preliminary and subject to revision as more information becomes
available, but in any case will not be revised beyond twelve months after the acquisition date and any change to the fair value of assets
acquired or liabilities assumed will lead to a corresponding change to the purchase price allocable to goodwill on a retroactive basis.
The primary areas of the purchase price allocation that are not yet finalized are related to the fair values of intangibles assets and net
assets for Iens, net assets of Viator, and income tax related balances for all 2014 acquisitions. Acquired goodwill related to our 2014
acquisitions was allocated to our Other segment.
The following table presents the purchase price allocations initially recorded on our consolidated balance sheet for all 2014
acquisitions (in millions):
Total
Goodwill (1) ................................................................ $ 253
Intangible assets (2) ..................................................... 194
N
et tangible assets (liabilities) (3) ............................... (7 )
Deferred tax liabilities, net .......................................... (40 )
Total purchase price consideration (4) ................... $ 400
(1) Goodwill in the amount of $5 million is expected to be deductible for tax purposes.
(2) Identifiable definite-lived intangible assets acquired during 2014 were comprised of trade names of $44 million with a weighted
average life of 10.0 years, customer lists and supplier relationships of $82 million with a weighted average life of 7.2 years,
subscriber relationships of $25 million with a weighted average life of 6.0 years and developed technology and other of $43
million with a weighted average life of 4.9 years. The overall weighted-average life of the identifiable definite-lived intangible
assets acquired in the purchase of the companies during 2014 was 7.2 years, and will be amortized on a straight-line basis over
their estimated useful lives from acquisition date.
(3) Includes assets acquired, including cash of $62 million and accounts receivable of $25 million and liabilities assumed, including
deferred merchant payables of $76 million, accrued expenses and other current liabilities of $15 million and deferred revenue of
$5 million which reflect their respective fair values at acquisition date.
(4) Subject to adjustment based on (i) final working capital adjustment calculations to be determined for Restopolis and Iens, and
(ii) indemnification obligations for general representations and warranties of the acquired company stockholders.
2013 Acquisitions
During the year ended December 31, 2013, we completed six acquisitions for a total purchase price consideration of $40 million,
for which the Company paid total cash consideration of $35 million, net of cash acquired of $3 million and approximately $2 million
in holdbacks for general representations and warranties of the respective sellers, of which $1 million was paid in 2014. The cash
consideration was paid primarily from our international subsidiaries. We acquired TinyPost, the developer of a product that enables
users to write over photos and turn them into stories, Jetsetter, a members-only private sale site for hotel bookings; CruiseWise, a
cruise research and planning site; Niumba, a Spain-based vacation rental site; GateGuru, a mobile app with flight and airport
information around the world; Oyster, a hotel review website featuring expert reviews and photos around the world, all of which
complemented our existing brands in those areas of the travel ecosystem. The purchase price allocation for our 2013 acquisitions is
considered final at December 31, 2014.