Business Acquisitions (Tables)
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9 Months Ended |
Sep. 30, 2018 |
|---|
| Business Combinations [Abstract] |
|
| Summary of consideration transferred in the acquisition |
The estimated consideration transferred in the acquisition was as follows:
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Measurement |
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Preliminary |
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Period |
|
Revised |
|
|
Estimate |
|
Adjustments |
|
Estimate |
Cash consideration |
|
$ |
187,580 |
|
|
$ |
12,297 |
|
|
$ |
199,877 |
|
Purchase consideration liability |
|
12,297 |
|
|
(12,297 |
) |
|
— |
|
Working capital and other adjustments |
|
(3,893 |
) |
|
(2,500 |
) |
|
(6,393 |
) |
Total |
|
$ |
195,984 |
|
|
$ |
(2,500 |
) |
|
$ |
193,484 |
|
|
| Summary of the estimated fair values of the assets acquired and liabilities assumed |
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
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Measurement |
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Preliminary |
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Period |
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Revised |
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|
Estimate |
|
Adjustments |
|
Estimate |
Cash and cash equivalents |
|
$ |
4,876 |
|
|
$ |
— |
|
|
$ |
4,876 |
|
Accounts receivable |
|
4,962 |
|
|
— |
|
|
4,962 |
|
Prepaid expenses and other current assets |
|
1,600 |
|
|
— |
|
|
1,600 |
|
Property and equipment, net |
|
927 |
|
|
— |
|
|
927 |
|
Other non-current assets |
|
441 |
|
|
— |
|
|
441 |
|
Identifiable intangible assets |
|
117,700 |
|
|
18,000 |
|
|
135,700 |
|
Goodwill |
|
97,248 |
|
|
(16,041 |
) |
|
81,207 |
|
Total assets acquired |
|
227,754 |
|
|
1,959 |
|
|
229,713 |
|
Accounts payable |
|
(5,358 |
) |
|
— |
|
|
(5,358 |
) |
Accrued expenses |
|
(7,173 |
) |
|
— |
|
|
(7,173 |
) |
Deferred tax liability |
|
(18,245 |
) |
|
(4,583 |
) |
|
(22,828 |
) |
Deferred revenue |
|
(930 |
) |
|
124 |
|
|
(806 |
) |
Other non-current liabilities |
|
(64 |
) |
|
— |
|
|
(64 |
) |
Total liabilities assumed |
|
(31,770 |
) |
|
(4,459 |
) |
|
(36,229 |
) |
Total net assets acquired |
|
$ |
195,984 |
|
|
$ |
(2,500 |
) |
|
$ |
193,484 |
|
|
| Summary of intangible assets acquired, estimated useful lives and amortization method |
A summary of preliminary estimated identifiable intangible assets acquired, preliminary estimated useful lives and amortization method is as follows:
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Measurement |
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Preliminary |
|
Period |
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Revised |
|
Useful Life
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Amortization |
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|
Estimate |
|
Adjustments |
|
Estimate |
|
in Years |
|
Method |
Customer list |
|
$ |
95,000 |
|
|
$ |
18,500 |
|
|
$ |
113,500 |
|
|
13 |
|
Accelerated |
Proprietary technology |
|
18,000 |
|
|
(500 |
) |
|
17,500 |
|
|
5 |
|
Straight-line |
Trade names and domains |
|
4,700 |
|
|
— |
|
|
4,700 |
|
|
6 |
|
Straight-line |
Total |
|
$ |
117,700 |
|
|
$ |
18,000 |
|
|
$ |
135,700 |
|
|
|
|
|
|
| Schedule of pro forma financial information |
Pro forma financial information is presented for informational purposes and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place as of the beginning of 2017.
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Three Months Ended |
|
Nine Months Ended |
|
|
September 30, 2017 |
|
September 30, 2017 |
Revenues |
|
$ |
185,717 |
|
|
$ |
530,231 |
|
Net loss |
|
(12,290 |
) |
|
(37,112 |
) |
Net loss per share: |
|
|
|
|
Basic |
|
(0.28 |
) |
|
(0.85 |
) |
Diluted |
|
(0.28 |
) |
|
(0.85 |
) |
|