Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.10.0.1
Business Combinations
 6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Business Combinations Business Combination

On May 25, 2018, we completed the acquisition of AdsWizz Inc. ("AdsWizz"), a leading digital audio ad technology company with a comprehensive digital audio software suite of solutions that connects audio publishers to the advertising community, for an aggregate purchase price of $146.6 million in a combination of cash and common stock. Cash paid was $73.7 million and 9,588,312 shares of the Company's common stock were issued. The purchase price includes a contingent consideration of $5.0 million, measured at its fair value, which is dependent on achievement of certain business milestones. In addition to the purchase price, unvested options of AdsWizz were converted into unvested options to acquire our common stock.

Upon acquisition, AdsWizz became a wholly owned subsidiary of Pandora. The acquisition was accounted for as a business combination, and the financial results of AdsWizz are included in our consolidated financial statements from the date of acquisition. Pro forma results of operations related to the acquisition have not been presented because it is not material to our consolidated statements of operations.

The following table summarizes the allocation of estimated fair values of the net assets acquired during the three months ended June 30, 2018, including the related estimated useful lives, where applicable:

 
 
Estimated fair value
 
Estimated useful life in years
 
 
(in thousands)
 
 
Finite-lived intangible assets
 
 
 
 
Developed technology
 
$
32,000

 
4
Customer relationships
 
12,000

 
4
Trade name
 
600

 
4
Total finite-lived intangible assets
 
$
44,600

 
 
Tangible assets acquired, net
 
1,581

 
 
Deferred tax liabilities
 
(7,216
)
 
 
Net assets acquired
 
$
38,965

 
 
Goodwill
 
107,673

 
 
Total fair value consideration
 
$
146,638

 
 


The fair value of assets acquired and liabilities assumed from our acquisition of AdsWizz was based on a preliminary valuation and our estimates and assumptions are subject to change. We will recognize any subsequent adjustments to the purchase price prospectively in the period in which the adjustments are determined. A portion of the purchase price is held in escrow and may be recovered from this escrow amount.

Goodwill generated from the AdsWizz acquisition is primarily attributable to expected synergies from future growth and strategic advances in the digital audio ad technology industry. Goodwill generated during the period is not deductible for tax purposes.