| Suchedule of the Estimated Fair Values of the Assets Acquired and Liabilities Assumed |
The consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Cash consideration |
|
$ |
11,173 |
|
| Purchase consideration liability |
|
6,240 |
|
| Contingent consideration liability |
|
7,580 |
|
| Working capital adjustment |
|
70 |
|
| Total consideration transferred |
|
$ |
25,063 |
|
The consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Cash consideration |
|
$ |
17,500 |
|
| Contingent consideration liability |
|
8,200 |
|
| Total consideration transferred |
|
$ |
25,700 |
|
The consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Cash consideration |
|
$ |
298,714 |
|
| Stock consideration |
|
222,484 |
|
| Less: cash acquired |
|
(6,360) |
|
| Total consideration transferred, net of cash acquired |
|
$ |
514,838 |
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Cash and cash equivalents |
|
$ |
6,360 |
|
| Accounts receivable |
|
3,782 |
|
| Prepaid expenses and other current assets |
|
969 |
|
| Other non-current assets |
|
4,274 |
|
| Property and equipment, net |
|
6,057 |
|
| Operating lease right-of-use assets, net |
|
2,012 |
|
| Identifiable intangible assets |
|
253,000 |
|
| Goodwill |
|
323,951 |
|
| Total assets acquired |
|
600,405 |
|
| Accounts payable and accrued expenses |
|
(1,661) |
|
| Operating lease liabilities |
|
(2,012) |
|
| Deferred income taxes |
|
(68,534) |
|
| Deferred revenue |
|
(7,000) |
|
| Total liabilities assumed |
|
(79,207) |
|
| Total net assets acquired |
|
$ |
521,198 |
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary Estimate |
|
Measurement Period Adjustments |
|
Revised Estimate |
|
|
(in thousands) |
Tangible assets acquired, net of cash(1)
|
|
$ |
2,032 |
|
|
$ |
3,278 |
|
|
$ |
5,310 |
|
| Total liabilities assumed |
|
(596) |
|
|
54 |
|
|
(542) |
|
| Identifiable intangible assets |
|
9,500 |
|
|
— |
|
|
9,500 |
|
| Goodwill |
|
21,858 |
|
|
(3,332) |
|
|
18,526 |
|
| Total net assets acquired |
|
$ |
32,794 |
|
|
$ |
— |
|
|
$ |
32,794 |
|
(1) The Company recorded measurement period adjustments of $3.3 million primarily due to the establishment of deferred tax assets during the year ended December 31, 2021.
|
| Schedule of Intangible Assets Acquired, Estimated Useful Lives and Amortization Method |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Total tangible assets acquired |
|
$ |
144 |
|
| Total liabilities assumed |
|
(688) |
|
| Identifiable intangible assets |
|
4,100 |
|
| Goodwill |
|
21,507 |
|
| Total net assets acquired |
|
$ |
25,063 |
|
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
Amortization |
| |
|
Amount |
|
Useful Life in Years |
|
Method |
|
|
(in thousands) |
| Proprietary technology |
|
$ |
4,100 |
|
|
4 |
|
Straight-line |
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
| Total tangible assets acquired |
|
$ |
13 |
|
| Total liabilities assumed |
|
(1,600) |
|
| Identifiable intangible assets |
|
11,700 |
|
| Goodwill |
|
15,587 |
|
| Total net assets acquired |
|
$ |
25,700 |
|
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
Amortization |
| |
|
Amount |
|
Useful Life in Years |
|
Method |
|
|
(in thousands) |
|
|
|
|
| Customer list |
|
$ |
8,500 |
|
|
10 |
|
Accelerated |
| Proprietary technology |
|
3,200 |
|
|
5 |
|
Straight-line |
| Total intangible assets acquired |
|
$ |
11,700 |
|
|
|
|
|
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
Amortization |
| |
|
Amount |
|
Useful Life in Years |
|
Method |
|
|
(in thousands) |
|
|
|
|
| Customer lists |
|
$ |
222,000 |
|
|
10-20 |
|
Accelerated |
| Proprietary technologies |
|
23,000 |
|
|
4 |
|
Straight-line |
| Trade names |
|
8,000 |
|
|
7 |
|
Straight-line |
| Total intangible assets acquired |
|
$ |
253,000 |
|
|
|
|
|
A summary of estimated intangible assets acquired, estimated useful lives and amortization method is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary Estimate
(in thousands) |
|
Estimated Useful Life in Years |
|
Amortization Method |
| Proprietary technology |
|
$ |
6,900 |
|
|
6 |
|
Straight-line |
| Customer list |
|
2,600 |
|
|
14 |
|
Accelerated |
| Total intangible assets acquired |
|
$ |
9,500 |
|
|
|
|
|
|