Business Combinations (Tables)
|
12 Months Ended |
Dec. 31, 2016 |
|---|
| Business Combinations [Abstract] |
|
| Summary of the components of the purchase consideration transferred |
The following table summarizes the components of the purchase consideration transferred based on the closing price of $12.18 per share of our common stock as of the acquisition date:
|
|
|
|
|
|
(in thousands) |
Cash paid by Pandora |
$ |
191,479 |
|
Cash paid by Ticketfly to option holders |
7,238 |
|
Common stock (11,193,847 shares at $12.18 per share) issued by Pandora to selling shareholders |
136,342 |
|
Fair value of stock options and restricted stock units assumed |
10,514 |
|
Less: purchase price adjustments |
(6,995 |
) |
Less: post-combination compensation expense |
(3,235 |
) |
Purchase consideration |
$ |
335,343 |
|
|
| Summary of the estimated fair values of assets acquired and liabilities assumed |
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition:
|
|
|
|
|
|
(in thousands) |
Current assets |
$ |
39,809 |
|
Long-term assets |
15,982 |
|
Current liabilities |
(21,853 |
) |
Long-term liabilities |
(6,298 |
) |
Deferred tax liability |
(1,738 |
) |
Intangible assets |
76,800 |
|
Goodwill |
232,641 |
|
Total |
$ |
335,343 |
|
|
| Schedule of unaudited pro forma results |
The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the two companies. Accordingly, these unaudited pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations:
|
|
|
|
|
|
|
|
|
|
Year ended
December 31, |
|
2014 |
|
2015 |
|
(in thousands) |
Revenue |
$ |
975,712 |
|
|
$ |
1,222,452 |
|
Net loss |
$ |
(58,195 |
) |
|
$ |
(210,111 |
) |
|
| Summary of the allocation of estimated fair values of net assets acquired including related estimated useful lives |
The following table summarizes the allocation of estimated fair values of the net assets acquired during the year ended December 31, 2015, including the related estimated useful lives, where applicable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ticketfly |
|
Rdio |
|
Other |
|
|
Estimated fair value |
|
Estimated useful life in years |
|
Estimated fair value |
|
Estimated useful life in years |
|
Estimated fair value |
|
Estimated useful life in years |
|
|
(in thousands, except for estimated useful life) |
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Customer relationships—clients |
|
$ |
37,300 |
|
|
8 |
|
$ |
— |
|
|
|
|
$ |
— |
|
|
|
Developed technology |
|
28,100 |
|
|
5 |
|
26,400 |
|
|
2-5 |
|
1,550 |
|
|
4 |
Tradename |
|
10,400 |
|
|
8 |
|
1,000 |
|
|
3 |
|
320 |
|
|
2 |
Customer relationships—users |
|
1,000 |
|
|
2 |
|
— |
|
|
|
|
940 |
|
|
2 |
FCC license—broadcast radio |
|
— |
|
|
|
|
— |
|
|
|
|
193 |
|
|
|
Tangible assets acquired, net |
|
27,640 |
|
|
|
|
1,969 |
|
|
|
|
(490 |
) |
|
|
Deferred tax liabilities |
|
(1,738 |
) |
|
|
|
— |
|
|
|
|
(49 |
) |
|
|
Net assets acquired |
|
$ |
102,702 |
|
|
|
|
$ |
29,369 |
|
|
|
|
$ |
2,464 |
|
|
|
Goodwill |
|
232,641 |
|
|
|
|
48,131 |
|
|
|
|
23,103 |
|
|
|
Total fair value consideration |
|
$ |
335,343 |
|
|
|
|
$ |
77,500 |
|
|
|
|
$ |
25,567 |
|
|
|
|