Annual report pursuant to Section 13 and 15(d)

Acquisitions (Tables)

v3.8.0.1
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Allocated Purchase Price Table
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

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

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

Pro Forma Financial Information
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
)