| Allocated Purchase Price |
The allocation of each purchase price, including the effects of measurement period adjustments recorded as of September 30, 2018, was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Axiometrics |
|
AUM |
|
On-Site |
|
PEX |
|
LRO |
|
(Final) |
|
(Final) |
|
(Final) |
|
(Provisional) |
|
(Provisional) |
|
(in thousands) |
Fair value of total purchase consideration: |
|
|
|
|
|
|
|
|
|
Cash, net of cash acquired |
$ |
66,050 |
|
|
$ |
64,775 |
|
|
$ |
225,300 |
|
|
$ |
5,103 |
|
|
$ |
298,040 |
|
Liabilities assumed |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
377 |
|
Deferred cash obligations, net |
6,895 |
|
|
4,637 |
|
|
25,809 |
|
|
928 |
|
|
1,506 |
|
Contingent consideration |
812 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Total purchase consideration |
$ |
73,757 |
|
|
$ |
69,412 |
|
|
$ |
251,109 |
|
|
$ |
6,031 |
|
|
$ |
299,923 |
|
|
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired: |
|
|
|
|
|
|
|
|
|
Restricted cash |
$ |
— |
|
|
$ |
5,954 |
|
|
$ |
3,458 |
|
|
$ |
— |
|
|
$ |
— |
|
Accounts receivable |
1,620 |
|
|
2,409 |
|
|
4,484 |
|
|
107 |
|
|
4,460 |
|
Property, equipment, and software |
400 |
|
|
319 |
|
|
789 |
|
|
— |
|
|
1,507 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
|
Developed product technologies |
15,500 |
|
|
10,800 |
|
|
16,960 |
|
|
2,350 |
|
|
42,000 |
|
Client relationships |
6,830 |
|
|
7,470 |
|
|
41,360 |
|
|
590 |
|
|
49,000 |
|
Trade names |
3,200 |
|
|
208 |
|
|
7,000 |
|
|
160 |
|
|
666 |
|
Non-compete agreements |
— |
|
|
3,920 |
|
|
— |
|
|
— |
|
|
— |
|
Goodwill |
54,190 |
|
|
45,907 |
|
|
182,592 |
|
|
3,300 |
|
|
202,868 |
|
Other assets |
273 |
|
|
850 |
|
|
853 |
|
|
95 |
|
|
475 |
|
Accounts payable and accrued liabilities |
(367 |
) |
|
(2,150 |
) |
|
(1,124 |
) |
|
(242 |
) |
|
(192 |
) |
Client deposits held in restricted accounts |
— |
|
|
(5,954 |
) |
|
(3,458 |
) |
|
— |
|
|
— |
|
Deferred revenue |
(7,115 |
) |
|
(321 |
) |
|
(565 |
) |
|
(221 |
) |
|
(861 |
) |
Other long-term liabilities |
(774 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Deferred tax liability |
— |
|
|
— |
|
|
(1,240 |
) |
|
(108 |
) |
|
— |
|
Total fair value of net assets acquired |
$ |
73,757 |
|
|
$ |
69,412 |
|
|
$ |
251,109 |
|
|
$ |
6,031 |
|
|
$ |
299,923 |
|
The components of the purchase consideration and the preliminary allocation of each purchase price, including the effects of measurement period adjustments recorded as of September 30, 2018, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ClickPay |
|
BluTrend |
|
LeaseLabs |
|
|
|
|
|
(in thousands) |
Fair value of total purchase consideration: |
|
|
|
|
|
|
|
|
|
Cash, net of cash acquired |
|
|
|
|
$ |
138,787 |
|
|
$ |
8,500 |
|
|
$ |
84,500 |
|
Common stock issued at closing |
|
|
|
|
48,034 |
|
|
— |
|
|
5,300 |
|
Deferred obligations, net |
|
|
|
|
9,821 |
|
|
— |
|
|
15,888 |
|
Noncontrolling interest financing |
|
|
|
|
24,369 |
|
|
— |
|
|
— |
|
Contingent consideration |
|
|
|
|
— |
|
|
— |
|
|
7,000 |
|
Total purchase consideration |
|
|
|
|
$ |
221,011 |
|
|
$ |
8,500 |
|
|
$ |
112,688 |
|
|
|
|
|
|
|
|
|
|
|
Fair value of net assets acquired: |
|
|
|
|
|
|
|
|
|
Restricted cash |
|
|
|
|
$ |
1,313 |
|
|
$ |
— |
|
|
$ |
— |
|
Accounts receivable |
|
|
|
|
2,288 |
|
|
226 |
|
|
2,625 |
|
Property, equipment, and software |
|
|
|
|
89 |
|
|
— |
|
|
865 |
|
Intangible assets: |
|
|
|
|
|
|
|
|
|
Developed product technologies |
|
|
|
|
29,100 |
|
|
730 |
|
|
8,300 |
|
Client relationships |
|
|
|
|
20,700 |
|
|
3,510 |
|
|
17,800 |
|
Trade names |
|
|
|
|
2,900 |
|
|
30 |
|
|
1,100 |
|
Goodwill |
|
|
|
|
172,618 |
|
|
3,887 |
|
|
84,127 |
|
Other assets |
|
|
|
|
443 |
|
|
122 |
|
|
363 |
|
Accounts payable and accrued liabilities |
|
|
|
|
(2,697 |
) |
|
(5 |
) |
|
(167 |
) |
Client deposits held in restricted accounts |
|
|
|
|
(1,313 |
) |
|
— |
|
|
— |
|
Deferred revenue |
|
|
|
|
— |
|
|
— |
|
|
(2,325 |
) |
Deferred tax liability, net |
|
|
|
|
(4,430 |
) |
|
— |
|
|
— |
|
Total fair value of net assets acquired |
|
|
|
|
$ |
221,011 |
|
|
$ |
8,500 |
|
|
$ |
112,688 |
|
|
| Schedule of Business Acquisitions Contingent Consideration |
The following table presents changes in the Company’s deferred cash and stock obligations and contingent consideration for the nine months ended September 30, 2018 and the year ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Cash and Stock Obligations |
|
Contingent Consideration |
|
Total |
|
(in thousands) |
Balance at January 1, 2017 |
$ |
14,150 |
|
|
$ |
541 |
|
|
$ |
14,691 |
|
Additions, net of fair value discount |
42,104 |
|
|
812 |
|
|
42,916 |
|
Cash payments |
(8,215 |
) |
|
(700 |
) |
|
(8,915 |
) |
Accretion expense |
1,049 |
|
|
— |
|
|
1,049 |
|
Change in fair value |
— |
|
|
(239 |
) |
|
(239 |
) |
Indemnification claims and other adjustments |
(2,072 |
) |
|
— |
|
|
(2,072 |
) |
Balance at December 31, 2017 |
47,016 |
|
|
414 |
|
|
47,430 |
|
Additions, net of fair value discount |
25,709 |
|
|
7,000 |
|
|
32,709 |
|
Cash payments |
(26,734 |
) |
|
(247 |
) |
|
(26,981 |
) |
Accretion expense |
1,491 |
|
|
— |
|
|
1,491 |
|
Change in fair value |
— |
|
|
(167 |
) |
|
(167 |
) |
Indemnification claims and other adjustments |
(2,753 |
) |
|
— |
|
|
(2,753 |
) |
Balance at September 30, 2018 |
$ |
44,729 |
|
|
$ |
7,000 |
|
|
$ |
51,729 |
|
|