Annual report pursuant to Section 13 and 15(d)

Acquisitions

v3.8.0.1
Acquisitions
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Acquisitions
Acquisitions
Current Acquisition Activity
Lease Rent Options
In February 2017, we entered into an agreement with The Rainmaker Ventures, LLC (“Rainmaker”) to acquire substantially all of the assets and liabilities that comprised Rainmaker’s multifamily revenue optimization business (“LRO”). We completed the acquisition when the transaction closed in December 2017. LRO is a revenue management solution that empowers optimized pricing for multifamily housing communities. This acquisition extended our revenue management footprint, augmented our repository of real-time lease transaction data, and increased our data science talent and capabilities. We also expect the acquisition of LRO to increase the market penetration of our YieldStar Revenue Management solution and drive revenue growth in our other asset optimization solutions.
We acquired LRO for a purchase price of $299.9 million. The purchase price consisted of a cash payment of $298.0 million, a deferred cash obligation of up to $1.6 million, which had a fair value of $1.5 million on the date of acquisition, and the assumption of certain liabilities totaling $0.4 million. Subject to any indemnification claims made, the deferred cash obligation will be released on the first anniversary of the closing date. The acquisition of LRO was financed using funds available under our Credit Facility, as defined in Note 7, and cash on hand.
The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of seven, ten, and two years, respectively. Preliminary goodwill recognized of $203.3 million is primarily comprised of anticipated synergies from leveraging LRO’s repository of lease transaction data and data science talent with our existing platform of pricing, demand, and credit optimization tools. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $4.6 million at acquisition, of which $0.2 million was estimated to be uncollectible. Acquisition costs associated with this transaction, totaled $13.8 million, including $10.7 million incurred related to the Hart-Scott-Rodino Antitrust Improvements Act review process, and were expensed as incurred.
PEX Software
In October 2017, the Company acquired all of the issued and outstanding shares of PEX Software Limited (“PEX”). PEX is a rental housing solution provider based in the United Kingdom that helps companies transform work practices and service delivery models, create and leverage competitive advantage, reduce costs, and scale businesses. PEX’s platform serves market-leading clients in the United Kingdom, European Union, and Australia. The acquisition of PEX will help us to secure a leading market position in the private rental segment of the United Kingdom’s housing market and facilitate our expansion into the European Union and other international markets.
We acquired PEX for a purchase price of $6.0 million. The purchase price consisted of a cash payment of $5.1 million at closing, net of cash acquired of $0.1 million, and a deferred cash obligation of up to $1.0 million. The deferred cash obligation is payable over a period of 24 months and its fair value was $0.9 million at the date of acquisition. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes.
The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of seven, nine, and six years, respectively. Preliminary goodwill recognized of $3.2 million is chiefly attributable to the presence we gained in international markets and anticipated synergies from combining PEX’s consumer facing solutions with our platform of property management, accounting, and asset optimization solutions. Goodwill and the acquired identified intangible assets are not deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.4 million and were expensed as incurred.
On-Site
In September 2017, we acquired certain discrete assets of On-Site Manager, Inc., including its ownership interest in its majority-owned subsidiary, DepositIQ & RentersIQ Insurance Agency, LLC (“DIQ”) (collectively, “On-Site”). We also acquired the remaining minority interest in DIQ. On-Site is a leasing platform for property managers and renters that assimilates leads from any source and converts them into signed leases for both the multifamily and single family housing industries. The acquisition of On-Site increased the footprint of our screening services and added incremental consumer-oriented data that benefits our data analytics solutions. Additionally, we anticipate On-Site will improve the integration of our leasing solutions into other major property management systems.
We acquired On-Site, including the minority interest in DIQ, for an aggregate purchase price of $253.4 million. The purchase price consisted of a cash payment of $225.3 million at closing, net of cash acquired of $1.7 million, and a deferred cash obligation of up to $29.6 million. The fair value of the deferred cash obligation was $28.1 million at the date of acquisition. Subject to any indemnification claims made, the deferred cash obligation will be paid over a period of 36 months, with the majority due approximately twelve months following the acquisition date. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes.
The acquired identifiable intangible assets consisted of trade names, developed technologies, and client relationships, which will be amortized over estimated useful lives of two, five, and ten years, respectively. Preliminary goodwill recognized of $184.5 million primarily arises from anticipated synergies from leveraging our existing cost structure and integrated sales force. Goodwill and the acquired identified intangible assets arising from the acquisition of On-Site Manager are deductible for tax purposes; those arising from the acquisition of DIQ are not. Accounts receivable acquired had a gross contractual value of $5.6 million at acquisition, of which $0.9 million was estimated to be uncollectible. Acquisition costs associated with this transaction, including those related to the Hart-Scott-Rodino Antitrust Improvements Act review process, totaled $1.8 million and were expensed as incurred.
Subsequent to the acquisition date, management continued to review information relating to events and circumstances that existed at the acquisition date. This review resulted in certain adjustments to the provisional amounts initially reported in the third quarter of 2017. The net effect of these measurement period adjustments resulted in a decrease in goodwill of $21.8 million, primarily consisting of an increase in the assessed fair value of identified intangible assets of $25.1 million. This increase was partially offset by a decrease in the estimated fair value of acquired property and equipment and accounts receivable in the amount of $3.7 million and $0.9 million, respectively.
American Utility Management
In June 2017, RealPage acquired substantially all of the assets of American Utility Management (“AUM”), a provider of utility and energy management services for the multifamily housing industry. AUM helps maximize cost recovery, reduces energy usage and expense, and provides the tools operators of rental real estate need to manage their utilities more effectively. Additionally, AUM’s platform includes tools that enable operators to benchmark energy cost and consumption against their peers. The acquired assets will be integrated with our existing resident utility management platform and our data analytics tools.
We acquired AUM for a purchase price of $69.4 million. The purchase price consisted of a cash payment of $64.8 million at closing, net of cash acquired of $0.1 million, and a deferred cash obligation of up to $5.1 million. The fair value of the deferred cash obligation was $4.6 million at the date of acquisition, and is payable over a period of four years following the date of acquisition. This acquisition was financed using cash on hand, which included a portion of the net offering proceeds from the issuance of the Convertible Notes.
The acquired identifiable intangible assets consisted of trade names, developed technology, non-compete agreements, and client relationships, which will be amortized over estimated useful lives of two, three, five, and ten years, respectively. Goodwill recognized of $45.9 million primarily arises from anticipated synergies from integrating the acquired assets with our existing resident utility management system and leveraging the energy cost and consumption benchmarking capabilities and data acquired. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $2.4 million at acquisition, of which $0.3 million was estimated to be uncollectible. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred.
Subsequent to the acquisition date, management continued to review information relating to events and circumstances that existed at the acquisition date. This review resulted in certain adjustments to the provisional amounts initially reported in the second quarter of 2017. The net effect of these measurement period adjustments resulted in an increase in goodwill of $0.6 million. This increase primarily consisted of an increase in accounts payable and accrued liabilities of $0.5 million, a decrease in customer deposits held in restricted accounts of $1.7 million, and a decrease in restricted cash of $1.7 million.
Axiometrics LLC
In January 2017, we acquired substantially all of the assets of Axiometrics LLC (“Axiometrics”). Axiometrics provides its customers with timely market intelligence on apartment markets accumulated from survey and research data. Axiometrics also provides tools to analyze the data at an asset level by multiple variables such as asset class, age, and specific competitive floor plans. The acquisition of Axiometrics expanded our multifamily data analytics platform and was integrated with MPF Research, our market research database, to form Data Analytics.
We acquired Axiometrics for a purchase price of $73.8 million. The purchase price consisted of a cash payment of $66.1 million at closing; deferred cash obligations of up to $7.5 million, payable over a period of two years following the date of acquisition; and contingent cash obligations of up to $5.0 million if certain revenue targets are achieved during the twelve-month period ending December 31, 2018. The fair value of the deferred and contingent cash obligations was $6.9 million and $0.8 million, respectively, at the date of acquisition. This acquisition was financed using cash on hand.
The acquired identified intangible assets consisted of developed technology, client relationships, and trade names. These intangible assets were assigned estimated useful lives of five, ten, and three years, respectively. We recognized goodwill in the amount of $54.2 million related to this acquisition, which is primarily comprised of anticipated synergies with our existing multifamily data analytics platform. Goodwill and the acquired identified intangible assets are deductible for tax purposes. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred.
We have adjusted our initial purchase price allocation reported in the first quarter of 2017 based on management’s ongoing review of information available at the acquisition date. These measurement period adjustments resulted in an increase in goodwill, deferred revenue, and other liabilities of $1.3 million, $0.4 million, and $0.9 million, respectively.
Purchase Price Allocation
The estimated fair values of assets acquired and liabilities assumed presented below are provisional and are based primarily on the information available as of the acquisition dates. We believe that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is awaiting additional information necessary to finalize those values. Therefore, the provisional measurements of fair value are subject to change, and such changes could be significant. We expect to finalize the valuation of these assets and liabilities as soon as practicable, but no later than one year from the acquisition dates. The preliminary allocation of each purchase price, including the effects of measurement period adjustments recorded as of December 31, 2017, was as follows:
 
Axiometrics
 
AUM
 
On-Site
 
PEX
 
LRO
 
(in thousands)
Restricted cash
$

 
$
5,954

 
$
3,458

 
$

 
$

Accounts receivable
1,620

 
2,409

 
4,718

 
174

 
4,425

Property, equipment, and software
400

 
319

 
789

 
8

 
1,507

Intangible assets:
 
 
 
 
 
 
 
 
 
Developed product technologies
15,500

 
10,800

 
16,960

 
2,360

 
42,000

Client relationships
6,830

 
7,470

 
41,360

 
600

 
49,000

Trade names
3,200

 
208

 
7,000

 
210

 
666

Non-compete agreements

 
3,920

 

 

 
 
Goodwill
54,190

 
45,929

 
184,534

 
3,172

 
203,254

Other assets
273

 
828

 
826

 
78

 
475

Accounts payable and accrued liabilities
(367
)
 
(2,150
)
 
(952
)
 
(242
)
 
(533
)
Client deposits held in restricted accounts

 
(5,954
)
 
(3,458
)
 

 

Deferred revenue
(7,115
)
 
(321
)
 
(565
)
 
(221
)
 
(871
)
Other long-term liabilities
(774
)
 

 

 

 

Deferred tax liability

 

 
(1,240
)
 
(108
)
 

Total purchase price
$
73,757

 
$
69,412

 
$
253,430

 
$
6,031

 
$
299,923


At December 31, 2017, deferred cash obligations related to acquisitions completed in 2017 totaled $44.8 million, and were carried net of a discount and indemnified obligations of $2.3 million in the Consolidated Balance Sheets. The aggregate fair value of contingent cash obligations related to these acquisitions was $0.2 million at December 31, 2017. During the year ended December 31, 2017, we recognized a gain of $0.6 million from changes in the fair value of contingent cash obligations related to these acquisitions. There were no payments of deferred or contingent cash obligations made related to these acquisitions during the year ended December 31, 2017.
Deferred tax liabilities established as part of our allocation of purchase price were subsequently remeasured as a result of the Tax Cuts and Jobs Act (“Tax Reform Act”), which was signed into law in December 2017. See Note 11 for additional discussion of the Tax Reform Act.
2016 Acquisitions
eSupply Systems, LLC
In June 2016, we acquired substantially all of the assets of eSupply Systems, LLC (“eSupply”) and those of certain entities related to eSupply. eSupply is an e-procurement software and group purchasing service which augmented our Spend Management solutions.
We acquired eSupply for a purchase price of $7.0 million, consisting of a cash payment of $5.5 million at closing and a deferred cash obligation of up to $1.6 million, payable over 18 months after the acquisition date. The fair value of the deferred cash obligation on the date of acquisition was $1.5 million. We made the first deferred cash payment in July 2017.
The acquired identified intangible assets primarily consisted of developed technology and client relationships. These intangible assets were assigned estimated useful lives of three and ten years, respectively. We recognized goodwill in the amount of $3.2 million related to this acquisition, which is primarily comprised of anticipated synergies with our existing Spend Management solutions. Goodwill and the acquired identified intangible assets are deductible for tax purposes.     This acquisition was financed using proceeds from the Term Loan issued in February 2016.
AssetEye, Inc.
In May 2016, we acquired all of the issued and outstanding stock of AssetEye, Inc. (“AssetEye”). AssetEye is a data aggregation, reporting, and collaboration platform for institutions holding multiple real estate asset classes. This solution provides asset and portfolio managers with a solution to evaluate performance, trends, and operations across a portfolio with transparency into property-level data. The acquisition of AssetEye expanded the Company’s on demand solutions to serve all asset classes, including: commercial, hospitality, multifamily, single family, senior living, and student housing.
We acquired AssetEye’s issued and outstanding stock for a purchase price of $4.9 million. The purchase price consisted of a cash payment of $3.6 million at closing, net of cash acquired of $0.8 million; deferred cash obligations of $1.0 million, payable over a period of two years following the date of acquisition; contingent cash payments of up to $1.0 million if certain revenue targets were achieved during the three-month period ended September 30, 2017; and additional cash payments of $0.2 million due to former shareholders of AssetEye. The fair value of the deferred and contingent cash obligations was $0.9 million and $0.2 million, respectively, at the date of acquisition. In the first quarter of 2018, we paid the contingent consideration obligation and the first deferred cash payment.
The acquired identified intangible assets primarily included developed technology and client relationships having useful lives of five and ten years, respectively. We recognized goodwill in the amount of $3.2 million related to this acquisition, which is primarily comprised of anticipated synergies between the AssetEye solution and our existing complementary solutions as well as our sales and marketing infrastructure. Goodwill and identified intangible assets recognized in connection with this transaction are not deductible for tax purposes. This acquisition was financed with proceeds from the Term Loan issued in February 2016.
NWP Services Corporation
In March 2016, we acquired all of the issued and outstanding stock of NWP Services Corporation (“NWP”). NWP provides a full range of utility management services, including: resident billing; payment processing; utility expense management; analytics and reporting; sub-metering and maintenance; and regulatory compliance. The primary products offered by NWP include Utility Logic, Utility Smart, Utility Genius, SmartSource, and NWP Sub-meter. We have integrated NWP into our resident services product family. The integrated platform enables property owners and managers to increase the collection of rental utilities and energy recovery. Goodwill arising from this acquisition consists of anticipated synergies from the integration of NWP into our existing structure.
We acquired NWP’s issued and outstanding stock for an initial purchase price of $68.2 million. The purchase price consisted of a cash payment of $59.0 million at closing, net of cash acquired of $0.1 million; deferred cash obligations of $7.2 million, payable over a period of three years following the date of acquisition; and other amounts totaling $3.2 million, consisting of payments to certain employees and former shareholders of NWP. The acquisition-date fair value of the deferred cash obligations was $6.0 million. We made deferred cash payments aggregating to $1.0 million during the year ended December 31, 2017.
The acquired identified intangible assets were comprised of developed technologies, trade name, and client relationships having useful lives of five, three, and ten years, respectively. Goodwill and identified intangible assets acquired in this business combination, valued at $35.3 million and $16.3 million in our initial purchase price allocation, have carryover tax bases of $0.7 million and $11.0 million, respectively, which are deductible for tax purposes. Goodwill and identified intangible assets recognized in excess of those carryover tax basis amounts are not deductible for tax purposes. Accounts receivable acquired had a gross contractual value of $11.3 million at acquisition, of which $3.4 million was estimated to be uncollectible.
We assigned approximately $10.2 million of value to deferred tax assets in our initial purchase price allocation, consisting primarily of $9.9 million of federal and state net operating losses (“NOL”). This NOL amount reflects the tax benefit from approximately $27.3 million of NOLs we expect to realize after considering various limitations and restrictions on NWP’s pre-acquisition NOLs. This acquisition was financed with proceeds from the Term Loan issued in February 2016. Acquisition costs associated with this transaction totaled $0.3 million and were expensed as incurred.
In connection with the acquisition of NWP, we recorded an indemnification asset of $1.2 million, which represents the selling security holders’ obligation under the purchase agreement to indemnify the Company for the outcome of certain accrued obligations. The indemnification asset was recognized on the same basis as the corresponding liability, which is based on its estimated fair value as of the date of acquisition. The indemnification asset, and the corresponding liability, decreased in the amount of $0.9 million as of December 31, 2017 due to payments made after management’s review of certain obligations which were accrued for as of the acquisition date.
Subsequent to the acquisition date, management continued to review information relating to events and circumstances that existed at the acquisition date. This review resulted in measurement period adjustments to the provisional amounts recorded at the acquisition date related to deferred cash obligations paid to the sellers and deferred tax assets associated with the transaction. These measurement period adjustments resulted in a change in a decrease in goodwill and the deferred cash obligation of $1.8 million and $0.8 million, respectively, partially offset by an increase in the deferred tax asset of $1.0 million. These adjustments were made in the fourth quarter of 2016.
Purchase Price Allocation
The allocation of each purchase price was as follows:
 
NWP
 
AssetEye
 
eSupply
 
(in thousands)
Restricted cash
$
4,960

 
$

 
$

Accounts receivable
7,902

 
90

 
287

Property, equipment, and software
3,194

 

 

Intangible assets:
 
 
 
 
 
Developed product technologies
2,740

 
1,638

 
2,160

Client relationships
12,900

 
1,041

 
1,390

Trade names
709

 
6

 
35

Goodwill
33,520

 
3,154

 
3,194

Deferred tax assets, net
11,173

 

 

Other assets, net of other liabilities
3,065

 
8

 
53

Accounts payable and accrued liabilities
(6,962
)
 

 
(44
)
Client deposits held in restricted accounts
(5,018
)
 

 

Deferred revenue

 
(16
)
 
(29
)
Deferred tax liabilities, net

 
(1,010
)
 

Total purchase price
$
68,183

 
$
4,911

 
$
7,046


At December 31, 2017 and 2016, deferred cash obligations related to acquisitions completed in 2016 totaled $6.9 million and $8.7 million, and are carried net of a discount of $2.6 million and $1.2 million, respectively. The aggregate fair value of contingent cash obligations related to these acquisitions was $0.2 million and $0.5 million at December 31, 2017 and 2016, respectively. During the years ended December 31, 2017 and 2016, we recognized a gain of $0.3 million and a loss of $0.3 million, respectively, due to changes in the fair value of contingent cash obligations related to these acquisitions.
We made deferred cash payments of $1.8 million and $0.1 million during the years ended December 31, 2017 and 2016, respectively, related to these acquisitions. During the same periods, we made payments totaling $0.1 million and $3.3 million, respectively, related to amounts due to certain employees and former shareholders of the acquired businesses described above. There were no payments of contingent cash obligations made related to these acquisitions during the years ended December 31, 2017 and 2016.
Deferred tax assets and liabilities established as part of our allocation of purchase price were subsequently remeasured as a result of the Tax Cuts and Jobs Act (“Tax Reform Act”), which was signed into law in December 2017. See Note 11 for additional discussion of the Tax Reform Act.
2015 Acquisitions
Indatus
In June 2015, we acquired certain assets from ICIM Corporation, including the Answer Automation, Call Tracker, and Zip Digital products, marketed under the name Indatus. The Indatus offerings are software-as-a-service (“SaaS”) products that provide automated answering services, marketing spend analysis tools, and other features which enhance the ability of managers of multifamily properties to communicate with their residents. We have integrated the Indatus assets with our existing contact center and maintenance products, which increases the features of these existing solutions.
We acquired the Indatus assets for a purchase price of $49.4 million, consisting of a cash payment of $43.8 million at closing; deferred cash payments of up to $5.0 million, payable over nineteen months after the acquisition date; and contingent cash payments of up to $2.0 million, in the aggregate, if certain revenue targets were met for the twelve months ended June 30, 2016 and 2017. The fair value of the deferred and contingent cash payments was $4.7 million and $0.9 million, respectively, as of the acquisition date. The outstanding contingent and deferred cash obligations were settled in 2017.
The acquired identified intangible assets were comprised of developed product technologies and client relationships, and have useful lives of three and ten years, respectively. The trade name acquired was amortized over a useful life of one year, based on our anticipated use of the asset. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes. Goodwill arising from the acquisition consisted largely of synergies from the integration of Indatus with our pre-existing products and from leveraging our existing client base and sales staff. Direct acquisition costs were $0.3 million and the acquisition was financed using proceeds from our Revolving Facility.
VRX
In June 2015, we acquired certain assets from RJ Vacations, LLC and Switch Development Corporation, including the VRX product (“VRX”). VRX is a SaaS application which allows vacation rental management companies to manage the cleaning and turning of units, accounting, and document management. We integrated VRX with our Kigo vacation rental solution.
We acquired the VRX assets for a purchase price of $2.0 million, consisting of a cash payment of $1.5 million at closing and a contingent cash payment of up to $0.5 million. Payment of the contingent cash obligation was dependent upon the achievement of certain subscription or booking activity targets and was subject to adjustments specified in the acquisition agreement related to the sellers’ indemnification obligations. The contingent cash obligation had a fair value of $0.5 million, as of the acquisition date, and was due fifteen months after the date of acquisition.
The acquisition agreement also provided for the sellers to receive additional contingent cash payments of up to $3.0 million. Payment of the additional contingent cash obligations is dependent upon the achievement of certain revenue targets during the twelve month periods ending December 31, 2016, 2017, and 2018, and the sellers providing certain services during a specified period following the acquisition date. Due to this post-acquisition service requirement, the Company concluded that the additional contingent cash obligations represent post-acquisition compensation; therefore, these amounts were excluded from the purchase consideration. The revenue targets for the first and second contingent cash payment were not met. Additionally, one of the sellers separated from the Company prior to completing the required service period. As a result of this separation, the maximum potential payout of the remaining contingent cash payments is $1.5 million. This acquisition was financed using cash flows from operations.
The acquired identified intangible assets primarily consisted of developed product technologies and have an estimated useful life of three years. The estimated fair value of the client relationships acquired was immaterial and these intangible assets were expensed as of the acquisition date. Goodwill arising from the acquisition consisted largely of synergies from the integration of VRX with our Kigo vacation rental solution. Goodwill and identified intangible assets associated with the acquisition are deductible for tax purposes.
Purchase Price Allocation
The allocation of each purchase price was as follows:
 
 
Indatus
 
VRX
 
 
(in thousands)
Accounts receivable
 
$
646

 
$

Intangible assets:
 
 
 
 
Developed product technologies
 
13,400

 
794

Client relationships
 
9,770

 
11

Trade names
 
83

 

Goodwill
 
25,575

 
1,186

Other liabilities, net of other assets
 
(57
)
 

Total purchase price
 
$
49,417

 
$
1,991


At December 31, 2016, deferred cash obligations related to acquisitions completed in 2015 totaled $2.5 million, and were carried net of a discount of $0.1 million. There were no outstanding deferred cash obligations related to these acquisition at December 31, 2017. We made deferred cash payments of $2.4 million during each of the years ended December 31, 2017 and 2016.
Outstanding contingent cash obligations related to these acquisitions were immaterial at December 31, 2016. During the year ended December 31, 2017, we recognized a loss of $0.7 million and made a payment in the same amount, as final resolution of the outstanding contingent cash obligations related to our 2015 acquisitions. During the year ended December 31, 2016, we recognized a gain of $0.8 million related to the change in fair value of these obligations.
Acquisition Activity prior to 2015
We completed acquisitions in the years prior to 2015 for which deferred and contingent consideration obligations were included in the purchase consideration. The aggregate carrying value of deferred cash obligations related to these acquisitions was $0.1 million and $4.1 million at December 31, 2017 and 2016, respectively. During the years ended December 31, 2017 and 2016, the Company paid deferred cash obligations related to these acquisitions totaling $4.0 million and $3.4 million, respectively.
The Company made no payments and recognized no gains or losses related to changes in the fair value of contingent consideration obligations related to acquisitions completed prior to 2015 during the years ended December 31, 2017 and 2016. There were no outstanding contingent cash obligations related these acquisitions at December 31, 2017.
Pro Forma Results of Acquisitions
The following table presents unaudited pro forma results of operations for the years ended December 31, 2017 and 2016, as if the aforementioned acquisitions had occurred at the beginning of 2016. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax benefit, and additional amortization resulting from the valuation of amortizable intangible assets. 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 2016, or of future results.
 
 
Year Ended December 31,
 
 
2017
Pro Forma
 
2016
Pro Forma
 
 
(in thousands, except per share amounts)
 
 
(unaudited)
Total revenue
 
$
763,534

 
$
703,654

Net loss
 
$
(5,254
)
 
$
(16,570
)
Net loss per share:
 
 
 
 
Basic and Diluted
 
$
(0.07
)
 
$
(0.22
)