Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Trulia

Summary of Purchase Price

The purchase price to effect the acquisition of Trulia of approximately $2.0 billion is summarized in the following table (in thousands):

Value of Class A Common stock issued	$	1,883,728
Substituted stock options and stock appreciation rights attributable to pre-combination service		54,853
Substituted restricted stock units attributable to pre-combination service		27,798
Cash paid in lieu of fractional outstanding shares		41
Total purchase price	$	1,966,420

Purchase Price Allocation

Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands):

Cash and cash equivalents	$	173,447
Accounts receivable		13,093
Prepaid expenses and other current assets		20,833
Restricted cash		6,946
Property and equipment		30,189
Other assets		434
Identifiable intangible assets		549,000
Goodwill		1,736,362
Accounts payable, accrued expenses and other current liabilities		(51,258	)
Accrued compensation and benefits		(8,324	)
Deferred revenue		(8,300	)
Long-term debt		(230,000	)
Debt premium recorded in additional paid-in capital		(126,386	)
Deferred tax liabilities and other long-term liabilities		(139,616	)
Total preliminary estimated purchase price	$	1,966,420

Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired

The preliminary estimated fair value of identifiable intangible assets acquired consisted of the following (in thousands):

	Preliminary Estimated Fair Value		Estimated Useful Life (in years)
Trulia trade names and trademarks	$	351,000		Indefinite
Market Leader trade names and trademarks		2,000		2
Customer relationships		92,000		3-7
Developed technology		91,000		3-7
Advertising relationships		9,000		3
MLS home data feeds		4,000		3
Total	$	549,000

Pro Forma Condensed Combined Financial Information

The following table presents the unaudited pro forma condensed combined financial information for the periods presented (in thousands):

	Year Ended December 31,
	2015 (1)			2014 (2)
Revenue	$	679,935		$	577,830
Net loss	$	(91,055	)	$	(83,336	)

(1) The year ended December 31, 2015 includes pro forma adjustments for $49.3 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements, $37.3 million to eliminate share-based compensation expense attributable to substituted equity awards and to record additional share-based compensation expense attributable to substituted equity awards, $35.7 million to eliminate restructuring costs associated with the acquisition of Trulia reflected in the historical financial statements and $2.4 million to record additional amortization expense for acquired intangible assets.

(2) The year ended December 31, 2014 includes pro forma adjustments for $39.5 million to eliminate direct and incremental acquisition-related costs reflected in the historical financial statements, $18.7 million to record additional amortization expense for acquired intangible assets, $10.7 million to eliminate share-based compensation expense attributable to substituted equity awards, $6.2 million to eliminate Trulia’s historical amortization of capitalized website development costs and $2.7 million to record additional rent expense.

DotLoop Inc

Summary of Purchase Price

The purchase price to effect the acquisition of DotLoop of approximately $105.5 million is summarized in the following table (in thousands):

Cash paid for the outstanding stock and warrants of DotLoop	$	94,957
Cash paid for the cancellation of vested options to purchase shares of DotLoop’s common stock		5,640
Certain transaction expenses and other costs incurred by DotLoop		4,750
Substituted stock options attributable to pre-combination service		191
Total purchase price	$	105,538

Purchase Price Allocation

Based upon the fair values determined by us, in which we considered or relied in part upon a valuation report of a third-party expert, the total purchase price was allocated as follows (in thousands):

Cash, cash equivalents, accounts receivable, prepaid expenses and other current assets	$	2,149
Property and equipment and other assets		258
Identifiable intangible assets		22,500
Goodwill		86,128
Accounts payable, accrued expenses and other current liabilities, accrued compensation and benefits, and deferred revenue		(1,362	)
Deferred tax liabilities		(4,135	)
Total preliminary estimated purchase price	$	105,538

Preliminary Estimated Fair Value of Identifiable Intangible Assets Acquired

The preliminary estimated fair value of identifiable intangible assets acquired consisted of the following (in thousands):

	Preliminary Estimated Fair Value		Estimated Useful Life (in years)
Developed technology	$	10,700	3
Customer relationships		10,200	6-7
Trade names and trademarks		1,600	3
Total	$	22,500