Juno 2014 Annual Report Download - page 130
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Table of Contents
installations of the schoolFeed app through Facebook, as well as the discontinuance of the sharing of Facebook content through the schoolFeed app.
At June 30, 2013, the Company had accrued $3.4 million for the contingent consideration payment for the earnout period ended June 30, 2013, which
was paid in full in August 2013. There was no contingent consideration earned for the earnout period ended June 30, 2014, and the Company does not
currently expect any contingent consideration will be earned for the earnout period ending June 30, 2015.
The total cost of the schoolFeed acquisition was estimated to equal approximately $16.9 million based on fair values estimated at the Closing Date. The
following table summarizes the components of the purchase price (in thousands):
In connection with the acquisition, the Company incurred $0.5 million in transaction-related costs in the year ended December 31, 2012, which are
recorded in general and administrative expenses in the consolidated statement of operations.
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 purchase price allocation is considered final.
F-48
Cash consideration $ 7,500
Fair value of contingent consideration 9,397
Total fair value of consideration transferred $ 16,897
Net liabilities assumed:
Cash and cash equivalents $ 59
Other current assets (including accounts receivable) 78
Other noncurrent 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