Salesforce.com 2012 Annual Report Download - page 96

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The Company assumed unvested options with a fair value of $2.1 million. Of the total consideration, $1.5
million was allocated to the purchase consideration and $0.6 million was allocated to future services and will be
expensed over the remaining service periods on a straight-line basis.
Other Business Combinations
On February 1, 2011 the Company acquired the stock of Manymoon Corporation (“Manymoon”) for $13.6
million in cash. The Company accounted for this transaction as a business combination. In allocating the purchase
consideration based on estimated fair values, the Company recorded $4.7 million of acquired intangible assets with
useful lives of one to three years, $10.5 million of goodwill, and $1.6 million of deferred tax liabilities. The
goodwill balance is not deductible for tax purposes. This transaction is not material to the Company.
Additionally, during fiscal 2012, the Company acquired two companies for $21.2 million in cash and has
included the financial results of these companies in its consolidated financial statements from the date of each
respective acquisition. These transactions, individually and in aggregate, are not material to the Company.
Fiscal Year 2011
Jigsaw Data Corporation
In May 2010 the Company acquired for cash the stock of Jigsaw Data Corporation (“Jigsaw”), a cloud
provider of crowd-sourced data services in the cloud. The Company acquired Jigsaw to, among other things,
combine the Company’s CRM applications and enterprise cloud platform with Jigsaw’s cloud-based model for
the automation of acquiring, completing and cleansing business contact data. The Company has included the
financial results of Jigsaw in the consolidated financial statements from the date of acquisition. The acquisition
date fair value of the consideration transferred for Jigsaw was approximately $161.9 million, which consisted of
the following:
Fair value of consideration transferred (in thousands):
Cash .................................................................... $148,477
Contingent consideration .................................................... 13,400
Total .................................................................... $161,877
The contingent consideration arrangement required the Company to make additional payments (“contingent
consideration”) totaling up to $14.4 million in cash, based on the achievement of certain billings targets related to
Jigsaw’s services for the one-year period from May 8, 2010 through May 7, 2011. The estimated fair value using
a discounted cash flow model of the contingent consideration at May 7, 2010 was $13.4 million and is included
in the total purchase price.
The following table summarizes the estimated fair values of the assets and liabilities assumed at the
acquisition date:
(in thousands)
Net tangible assets ......................................................... $ 4,347
Intangible assets ........................................................... 28,140
Deferred tax liability ....................................................... (3,864)
Goodwill ................................................................. 133,254
Net assets acquired ......................................................... $161,877
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
92