| Allocated Purchase Price Table |
We preliminarily allocated the purchase price of Indatus and VRX as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Indatus |
|
VRX |
|
|
(in thousands) |
Accounts receivable |
|
$ |
646 |
|
|
$ |
— |
|
Intangible assets: |
|
|
|
|
Developed product technologies |
|
13,400 |
|
|
794 |
|
Customer relationships |
|
9,770 |
|
|
11 |
|
Trade names |
|
83 |
|
|
— |
|
Goodwill |
|
25,575 |
|
|
1,186 |
|
Net other liabilities |
|
(57 |
) |
|
— |
|
Total purchase price |
|
$ |
49,417 |
|
|
$ |
1,991 |
|
We allocated the purchase price for SFL, RentSentinel, Windsor Compliance, MyBuilding, and Active Building as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SFL |
|
RentSentinel |
|
Windsor Compliance |
|
MyBuilding |
|
Active Building |
|
|
(in thousands) |
Intangible assets: |
|
|
|
|
|
|
|
|
|
|
Developed product technologies |
|
$ |
1,406 |
|
|
$ |
4,238 |
|
|
$ |
— |
|
|
$ |
1,450 |
|
|
$ |
3,850 |
|
Customer relationships |
|
161 |
|
|
2,390 |
|
|
1,230 |
|
|
1,000 |
|
|
2,650 |
|
Trade names |
|
— |
|
|
— |
|
|
— |
|
|
328 |
|
|
597 |
|
Goodwill |
|
1,035 |
|
|
3,633 |
|
|
1,302 |
|
|
5,043 |
|
|
7,198 |
|
Deferred revenue |
|
— |
|
|
(304 |
) |
|
(107 |
) |
|
(258 |
) |
|
— |
|
Net deferred taxes |
|
— |
|
|
226 |
|
|
— |
|
|
(813 |
) |
|
— |
|
Net other assets |
|
88 |
|
|
313 |
|
|
226 |
|
|
111 |
|
|
76 |
|
Total purchase price |
|
$ |
2,690 |
|
|
$ |
10,496 |
|
|
$ |
2,651 |
|
|
$ |
6,861 |
|
|
$ |
14,371 |
|
We allocated the purchase price for InstaManager, VMM, Notivus, and Kigo as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
InstaManager |
|
VMM |
|
Notivus |
|
Kigo |
|
|
(in thousands) |
Intangible assets: |
|
|
|
|
|
|
|
|
Developed product technologies |
|
$ |
4,490 |
|
|
$ |
671 |
|
|
$ |
1,840 |
|
|
$ |
2,570 |
|
Customer relationships |
|
— |
|
|
200 |
|
|
— |
|
|
1,120 |
|
Trade names |
|
527 |
|
|
— |
|
|
— |
|
|
602 |
|
Goodwill |
|
4,135 |
|
|
358 |
|
|
2,852 |
|
|
32,996 |
|
Deferred revenue |
|
(33 |
) |
|
— |
|
|
(156 |
) |
|
— |
|
Net deferred taxes |
|
— |
|
|
— |
|
|
— |
|
|
(495 |
) |
Net other assets (liabilities) |
|
55 |
|
|
— |
|
|
(141 |
) |
|
(547 |
) |
Total purchase price |
|
$ |
9,174 |
|
|
$ |
1,229 |
|
|
$ |
4,395 |
|
|
$ |
36,246 |
|
|
| Pro Forma Financial Information |
The following table presents unaudited pro forma results of operations for 2015 and 2014 as if the aforementioned acquisitions had occurred at the beginning of each period presented. The pro forma financial information includes the business combination accounting effects resulting from these acquisitions, including $2.5 million and $6.5 million of amortization charges from acquired intangible assets as of December 31, 2015 and 2014, respectively. We prepared the pro forma financial information for the combined entities for comparative purposes only, and it is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, or of future results.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
2015
Pro Forma
|
|
2014
Pro Forma
|
|
|
(in thousands, except per share amounts) |
|
|
(unaudited) |
Revenue: |
|
|
|
|
On demand |
|
$ |
456,082 |
|
|
$ |
403,373 |
|
On premise |
|
2,970 |
|
|
3,094 |
|
Professional and other |
|
14,588 |
|
|
10,835 |
|
Total revenue |
|
473,640 |
|
|
417,302 |
|
Net loss |
|
$ |
(10,035 |
) |
|
$ |
(13,346 |
) |
Net loss per share: |
|
|
|
|
Basic |
|
$ |
(0.13 |
) |
|
$ |
(0.17 |
) |
Diluted |
|
$ |
(0.13 |
) |
|
$ |
(0.17 |
) |
|