| Summary of the estimated fair values of the assets acquired and liabilities assumed |
The preliminary consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
|
Estimate |
|
Adjustments |
|
Estimate |
Cash consideration |
|
$ |
17,500 |
|
|
$ |
— |
|
|
$ |
17,500 |
|
Contingent consideration liability |
|
8,300 |
|
|
(100 |
) |
|
8,200 |
|
Total consideration transferred |
|
$ |
25,800 |
|
|
$ |
(100 |
) |
|
$ |
25,700 |
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
4,876 |
|
Accounts receivable |
|
4,962 |
|
Prepaid expenses and other current assets |
|
3,773 |
|
Property and equipment, net |
|
927 |
|
Other non-current assets |
|
441 |
|
Identifiable intangible assets |
|
135,700 |
|
Goodwill |
|
79,891 |
|
Total assets acquired |
|
230,570 |
|
Accounts payable |
|
(5,358 |
) |
Accrued expenses |
|
(7,907 |
) |
Deferred tax liability |
|
(23,300 |
) |
Deferred revenue |
|
(806 |
) |
Other non-current liabilities |
|
(64 |
) |
Total liabilities assumed |
|
(37,435 |
) |
Total net assets acquired |
|
$ |
193,135 |
|
The consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
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:
|
|
|
|
|
|
Cash consideration |
|
$ |
199,877 |
|
Working capital and other adjustments |
|
(6,742 |
) |
Total consideration transferred |
|
$ |
193,135 |
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
|
Estimate |
|
Adjustments |
|
Estimate |
Cash and cash equivalents |
|
$ |
6,360 |
|
|
$ |
— |
|
|
$ |
6,360 |
|
Accounts receivable |
|
3,782 |
|
|
— |
|
|
3,782 |
|
Prepaid expenses and other current assets |
|
969 |
|
|
— |
|
|
969 |
|
Other non-current assets |
|
4,274 |
|
|
— |
|
|
4,274 |
|
Property and equipment, net |
|
6,057 |
|
|
— |
|
|
6,057 |
|
Operating lease right-of-use assets, net |
|
1,688 |
|
|
324 |
|
|
2,012 |
|
Identifiable intangible assets |
|
217,000 |
|
|
36,000 |
|
|
253,000 |
|
Goodwill |
|
353,085 |
|
|
(29,134 |
) |
|
323,951 |
|
Total assets acquired |
|
593,215 |
|
|
7,190 |
|
|
600,405 |
|
Accounts payable and accrued expenses |
|
(2,166 |
) |
|
505 |
|
|
(1,661 |
) |
Operating lease liabilities |
|
(2,012 |
) |
|
— |
|
|
(2,012 |
) |
Deferred income taxes |
|
(59,643 |
) |
|
(8,891 |
) |
|
(68,534 |
) |
Deferred revenue |
|
(7,540 |
) |
|
540 |
|
|
(7,000 |
) |
Total liabilities assumed |
|
(71,361 |
) |
|
(7,846 |
) |
|
(79,207 |
) |
Total net assets acquired |
|
$ |
521,854 |
|
|
$ |
(656 |
) |
|
$ |
521,198 |
|
The preliminary consideration transferred in the acquisition was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
|
Estimate |
|
Adjustments |
|
Estimate |
Cash consideration |
|
$ |
299,370 |
|
|
$ |
(656 |
) |
|
$ |
298,714 |
|
Stock consideration |
|
222,484 |
|
|
— |
|
|
222,484 |
|
Less: cash acquired |
|
(6,360 |
) |
|
— |
|
|
(6,360 |
) |
Total estimated fair value of consideration transferred, net of cash acquired |
|
$ |
515,494 |
|
|
$ |
(656 |
) |
|
$ |
514,838 |
|
|
| Summary of intangible assets acquired, estimated useful lives and amortization method |
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
Preliminary |
|
Estimated |
|
Amortization |
|
|
Estimate |
|
Useful Life in Years |
|
Method |
Proprietary technology |
|
$ |
4,100 |
|
|
4 |
|
Straight-line |
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
Estimated |
|
Amortization |
|
|
Estimate |
|
Adjustments |
|
Estimate |
|
Useful Life in Years |
|
Method |
Customer lists |
|
$ |
181,000 |
|
|
$ |
41,000 |
|
|
$ |
222,000 |
|
|
10-20 |
|
Accelerated |
Proprietary technologies |
|
25,000 |
|
|
(2,000 |
) |
|
23,000 |
|
|
4 |
|
Straight-line |
Trade names |
|
11,000 |
|
|
(3,000 |
) |
|
8,000 |
|
|
7 |
|
Straight-line |
Total intangible assets acquired |
|
$ |
217,000 |
|
|
$ |
36,000 |
|
|
$ |
253,000 |
|
|
|
|
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
|
Estimate |
|
Adjustments |
|
Estimate |
Total tangible assets acquired |
|
$ |
13 |
|
|
$ |
— |
|
|
$ |
13 |
|
Total liabilities assumed |
|
(1,600 |
) |
|
— |
|
|
(1,600 |
) |
Identifiable intangible assets |
|
12,400 |
|
|
(700 |
) |
|
11,700 |
|
Goodwill |
|
14,987 |
|
|
600 |
|
|
15,587 |
|
Total net assets acquired |
|
$ |
25,800 |
|
|
$ |
(100 |
) |
|
$ |
25,700 |
|
A summary of estimated intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Measurement |
|
|
|
|
|
|
|
|
Preliminary |
|
Period |
|
Revised |
|
Estimated |
|
Amortization |
|
|
Estimate |
|
Adjustments |
|
Estimate |
|
Useful Life in Years |
|
Method |
Customer list |
|
$ |
9,100 |
|
|
$ |
(600 |
) |
|
$ |
8,500 |
|
|
10 |
|
Accelerated |
Proprietary technology |
|
3,300 |
|
|
(100 |
) |
|
3,200 |
|
|
5 |
|
Straight-line |
Total intangible assets acquired |
|
$ |
12,400 |
|
|
$ |
(700 |
) |
|
$ |
11,700 |
|
|
|
|
|
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
|
|
|
|
|
|
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 identifiable intangible assets acquired, estimated useful lives and amortization method follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated |
|
Amortization |
|
|
Amount |
|
Useful Life in Years |
|
Method |
Customer list |
|
$ |
113,500 |
|
|
13 |
|
Accelerated |
Proprietary technology |
|
17,500 |
|
|
5 |
|
Straight-line |
Trade names and domains |
|
4,700 |
|
|
6 |
|
Straight-line |
Total intangible assets acquired |
|
$ |
135,700 |
|
|
|
|
|
|