Quarterly report pursuant to Section 13 or 15(d)

Acquisitions (Tables)

v3.20.1
Acquisitions (Tables)
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Allocated Purchase Price The components of the purchase consideration and the preliminary allocation of purchase price as of March 31, 2020 is as follows:
 
 
Modern Message
 
 
(in thousands)
Fair value of purchase consideration:
 
 
Cash, net of cash acquired
 
$
62,710

Deferred obligations, net
 
2,008

Total fair value of purchase consideration
 
$
64,718

 
 
 
Fair value of net assets acquired:
 
 
Restricted cash
 
$
3,248

Accounts receivable
 
1,160

Intangible assets:
 
 
Developed product technologies
 
8,700

Client relationships
 
9,400

Trade names
 
700

Goodwill
 
49,268

Other assets
 
416

Accounts payable and accrued liabilities
 
(774
)
Client deposits held in restricted accounts
 
(3,450
)
Deferred revenue
 
(198
)
Deferred tax liability, net
 
(3,752
)
Total fair value of net assets acquired
 
$
64,718


The allocation of each purchase price, including effects of measurement period adjustments recorded as of March 31, 2020, is as follows:
 
 
 
Date of Acquisition
 
Aggregate Purchase Price
 
Closing Cash Payment, Net of Cash Acquired
 
Net Tangible Assets Acquired (Liabilities Assumed)
 
Identified Intangible Assets
 
Goodwill Recognized
 
 
 
 
 
(in thousands)
LeaseTerm Solutions
(Provisional)
 
Apr 2019
 
$
26,512

 
$
23,417

 
$
587

 
$
7,300

 
$
18,625

Hipercept
(Provisional)
 
Jul 2019
 
$
28,303

 
$
17,804

 
$
149

 
$
4,800

 
$
23,354

Simple Bills
(Provisional)
 
Jul 2019
 
$
18,149

 
$
14,875

 
$
(724
)
 
$
9,300

 
$
9,573

IMS
(Provisional)
 
Dec 2019
 
$
55,605

 
$
50,177

 
$
60

 
$
16,100

 
$
39,445

Buildium
(Provisional)
 
Dec 2019
 
$
569,431

 
$
566,241

 
$
(14,467
)
 
$
113,000

 
$
470,898


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 three months ended March 31, 2020 and the year ended December 31, 2019:
 
Deferred Cash and Stock Obligations
 
Contingent Consideration
 
Total
 
(in thousands)
Balance at January 1, 2019
$
52,142

 
$
6,000

 
$
58,142

Additions, net of fair value discount
18,183

 
6,700

 
24,883

Cash payments
(25,215
)
 
(5,963
)
 
(31,178
)
Settlements through common stock issued
(14,846
)
 

 
(14,846
)
Accretion expense
1,540

 
58

 
1,598

Change in fair value

 
(259
)
 
(259
)
Indemnification claims and other adjustments
(57
)
 

 
(57
)
Balance at December 31, 2019
31,747

 
6,536

 
38,283

Additions, net of fair value discount
2,008

 

 
2,008

Cash payments
(45
)
 

 
(45
)
Accretion expense
267

 
51

 
318

Change in fair value

 
185

 
185

Indemnification claims and other adjustments
(266
)
 

 
(266
)
Balance at March 31, 2020
$
33,711

 
$
6,772

 
$
40,483


Pro Forma Financial Information
The following table presents unaudited pro forma results of operations for the three months ended March 31, 2020 and 2019, as if the aforementioned 2020 and 2019 acquisitions had occurred as of January 1, 2019 and 2018, respectively. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense, tax expense or benefit, issuance of shares of our common stock, 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 the periods presented, or of future results.
 
Three Months Ended
March 31, 2020
Pro Forma
 
Three Months Ended
March 31, 2019
Pro Forma
 
(unaudited)
 
(unaudited)
 
(in thousands, except per share amounts)
 
(in thousands, except per share amounts)
Total revenue
$
277,155

 
$
255,528

Net income (loss)
$
6,170

 
$
(268
)
Net income (loss) per share:
 
 
 
Basic
$
0.07

 
$
0.00

Diluted
$
0.06

 
$
0.00