Juno 2012 Annual Report Download - page 141
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Table of Contents
The preliminary purchase price for the acquisition was allocated to tangible and intangible assets acquired and liabilities assumed based on their
estimated fair values at the Closing Date, as summarized below (in thousands). The Company believes that the recorded fair values assigned to the
assets acquired and the liabilities assumed were based on reasonable assumptions.
The primary reason for the acquisition was to, among other things, increase the free and pay membership base of the Classmates business by
extending its presence through Facebook. These factors contributed to a purchase price in excess of the fair value of schoolFeed's net liabilities and, as a
result, the Company has recorded goodwill in connection with this transaction. The goodwill is attributable to the synergies expected to arise after the
acquisition and is included in the Content & Media segment. Goodwill acquired in connection with the acquisition of schoolFeed is not deductible for
tax purposes. The weighted-average amortizable life of the definite-lived acquired intangible assets is 5.2 years. The purchase price allocation for the
acquisition may differ from the amount that will be ultimately paid based on the contingent consideration calculation described above. Changes in the
fair value of the contingent consideration are recorded in the consolidated statements of operations within acquisition-related contingent consideration
until the liability, which is recorded in accrued liabilities and other liabilities in the consolidated balance sheets, is settled.
schoolFeed's revenues and earnings for the period from the Closing Date through December 31, 2012 were immaterial.
F-24
Net liabilities assumed:
Cash and cash equivalents $ 59
Other current assets (including accounts receivable) 78
Other non-current assets 8
Accounts payable and other liabilities (153)
Deferred tax liabilities (2,742)
Total net liabilities assumed (2,750)
Intangible assets acquired:
Technology 2,800 5 years
Member relationships 2,400 5 years
Non-compete agreements 1,390 5 years
Trademarks and trade names 600 7 years
Total intangible assets acquired 7,190
Goodwill 12,457
Total purchase price $ 16,897