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Acquisitions
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Acquisitions

2.

ACQUISITIONS

Callpointe

On May 2, 2017, we completed the acquisition of Callpointe.com, Inc. (“Callpointe”), a provider of custom patient communication services to the healthcare industry. The purchase price was approximately $25.9 million in cash, net of cash acquired, and assumed liabilities. The acquisition was funded with cash on hand. This business is included in the Interactive Services reportable segment.

In the preliminary purchase price allocation, approximately $17.1 million was allocated to goodwill, which is not deductible for income tax purposes, and $12.7 million was allocated to other intangible assets. The primary factors that contributed to a purchase price resulting in the recognition of goodwill for the acquisition of Callpointe were the expansion of our interactive services further into the healthcare market, Callpointe’s complementary customer base and anticipated synergies which are expected to result in cost savings.

Vocus

On March 7, 2017, we completed the acquisition of the cloud collaboration practice and assets from Vocus Group (“Vocus”) in Australia for approximately $4.0 million in cash. The acquisition was funded with cash on hand. This business is included in the Unified Communications Services reportable segment.

In the preliminary purchase price allocation, approximately $1.2 million was allocated to goodwill, which is not deductible for tax purposes, and $0.7 million was allocated to other intangible assets. The primary factors that contributed to a purchase price resulting in the recognition of goodwill were the expansion of our position and capabilities throughout the Asia-Pacific region and the anticipated synergies which are expected to result in an enhanced global support and cost structure.

911 ETC

On December 9, 2016, we completed the acquisition of 911 ETC, Inc. (“911 ETC”). 911 ETC is a leading provider of E911 solutions to the enterprise market space across the United States. The purchase price was approximately $10.2 million in cash, net of cash acquired, plus assumed liabilities. The acquisition was funded with cash on hand. This business is included in the Safety Services reportable segment.

In the preliminary purchase price allocation, approximately $5.0 million was allocated to goodwill, which is not deductible for income tax purposes, and $6.5 million was allocated to other intangible assets. The primary factors that contributed to a purchase price resulting in the recognition of goodwill for the acquisition of 911 ETC were the expansion of our safety services further into the enterprise business space, their complementary customer base and anticipated synergies which are expected to result in cost savings.

Synrevoice

On March 14, 2016, we completed the acquisition of substantially all of the assets of Synrevoice Technologies, Inc. (“Synrevoice”). Synrevoice, based in Markham, Ontario, is a provider of messaging and notification services to the K-12 education and commercial markets in North America. The purchase price was approximately $9.2 million and was funded with cash on hand. This business is included in the Interactive Services reportable segment.

Approximately $4.7 million was allocated to goodwill, which is partially deductible for income tax purposes, and $6.5 million was allocated to other intangible assets. The primary factors that contributed to a purchase price resulting in the recognition of goodwill for the acquisition of Synrevoice were the expansion of our interactive services further into the education vertical market and anticipated synergies which are expected to result in a more efficient and faster growing K-12 business in North America.

The following table summarizes the preliminary acquisition date estimated fair values of the assets acquired and liabilities assumed for Callpointe, Vocus and 911 ETC and the final acquisition date fair value of assets acquired and liabilities assumed for Synrevoice.

 

(Amounts in thousands)

 

Callpointe

 

 

Vocus

 

 

911 ETC

 

 

Synrevoice

 

Working Capital

 

$

668

 

 

$

(177

)

 

$

743

 

 

$

(1,967

)

Property and equipment

 

 

275

 

 

 

2,272

 

 

 

135

 

 

 

21

 

Other assets, net

 

 

 

 

 

32

 

 

 

 

 

 

 

Intangible assets

 

 

12,690

 

 

 

685

 

 

 

6,484

 

 

 

6,455

 

Goodwill

 

 

17,109

 

 

 

1,206

 

 

 

5,004

 

 

 

4,720

 

Total assets acquired

 

 

30,742

 

 

 

4,018

 

 

 

12,366

 

 

 

9,229

 

Long-term liabilities

 

 

4,834

 

 

 

23

 

 

 

2,191

 

 

 

 

Total liabilities assumed

 

 

4,834

 

 

 

23

 

 

 

2,191

 

 

 

 

Net assets acquired

 

$

25,908

 

 

$

3,995

 

 

$

10,175

 

 

$

9,229

 

 

Acquisition costs incurred for prospective and completed acquisitions for the three months ended June 30, 2017 and 2016 were $1.5 million and $1.4 million, respectively. For the six months ended June 30, 2017 and 2016, these acquisition costs were $2.8 million and $2.5 million, respectively. These acquisition costs, which are included in selling, general and administrative expenses, exclude $4.4 million of acquisition costs recognized by West related to the pending acquisition of West Corporation by certain funds managed by affiliates of Apollo Global Management, LLC.

The excess of the acquisition costs over the fair value of the assets acquired and liabilities assumed for the Callpointe, Vocus and 911 ETC purchases were assigned to goodwill based on preliminary estimates. We are in the process of completing the acquisition accounting for certain intangible assets and liabilities. The process of completing the acquisition accounting involves numerous time consuming steps for information gathering, verification and review. We expect to finalize this process within twelve months following the respective acquisition dates.

Pro forma

The following unaudited pro forma financial information presents the combined results of operations as if the acquisitions of Callpointe, Vocus, 911 ETC and Synrevoice occurred as of the beginning of the year prior to acquisition. The pro forma results contained in the table below include adjustments for amortization of acquired intangibles, finance and acquisition costs as well as related income taxes.

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

(Amounts in thousands)

 

2017

 

 

2016

 

 

2017

 

 

2016

 

Revenue

 

$

575,125

 

 

$

585,965

 

 

$

1,150,114

 

 

$

1,161,337

 

Net income

 

$

45,099

 

 

$

32,558

 

 

$

99,320

 

 

$

76,469

 

Income per common share—basic

 

$

0.54

 

 

$

0.39

 

 

$

1.19

 

 

$

0.92

 

Income per common share—diluted

 

$

0.53

 

 

$

0.39

 

 

$

1.16

 

 

$

0.91

 

 

The pro forma results above are not necessarily indicative of the operating results that would have actually occurred if the acquisitions had been in effect on the dates indicated, nor are they necessarily indicative of future results of operations.  

Our acquisitions completed in 2017 and 2016 were included in the consolidated results of operations from their respective dates of acquisition and included revenue of $5.1 million and $1.0 million for the three months ended June 30, 2017 and 2016, respectively, and $7.4 million and $1.2 million for the six months ended June 30, 2017 and 2016, respectively. The impact of these acquisitions to net income for the three and six months ended June 30, 2017 and 2016 was not material.