On May 6, 2019, we closed the 1st Global Acquisition, pursuant to which we acquired all of the issued and outstanding common stock of 1st Global for a cash purchase price of $180.0 million. The 1st Global Acquisition was strategically important as it expands our presence as the leading tax-focused independent broker-dealer while also providing the scale to compete more broadly in the wealth management market. The purchase price has been allocated to 1st Global’s tangible assets, identifiable intangible assets, and assumed liabilities based on their estimated fair values at the time of the 1st Global Acquisition.



	Estimated Purchase Price Allocation at 1st Global Acquisition Date			Purchase Price Allocation Adjustments Since Acquisition Date			Purchase Price Allocation at December 31, 2019
Assets acquired:
Tangible assets acquired including cash of $12,389	$	37,153		$	1,260		$	38,413
Goodwill	125,277			(7,485		)	117,792
Identifiable intangible assets	78,200			5,780			83,980
Liabilities assumed:
Contingent liability	(10,000		)	(1,052		)	(11,052		)
Deferred revenues	(17,715		)	—			(17,715		)
Other current liabilities	(13,397		)	441			(12,956		)
Deferred tax liabilities, net	(19,518		)	1,056			(18,462		)
Total assets acquired and liabilities assumed	$	180,000		$	—		$	180,000
Cash paid at the 1st Global Acquisition date							$	176,850
Cash to be paid after the 1st Global Acquisition date (1)							$	3,150

For the period from the date of the 1st Global Acquisition to December 31, 2019, the Company adjusted its preliminary fair value estimates and estimated useful lives based upon information obtained through December 31, 2019, which resulted in an immaterial impact to the Company’s operating results. These adjustments primarily related to estimated intangible asset fair values (primarily related to the advisor relationships intangible asset), a contingent liability, deferred tax liabilities, net, and goodwill. The primary area of the acquisition accounting that had not yet been finalized as of December 31, 2019 related to deferred taxes, which would result in a change to goodwill.



	Estimated Fair Value		Accumulated Amortization through December 31, 2019		Weighted Average Estimated Remaining Useful Life (in months)
Advisor relationships	$	78,400	$	3,568	196
Developed technology	2,980		916		29
Trade name	1,000		218		29
Training materials	900		196		29
Sponsor relationships	700		38		137
Balance as of December 31, 2019	$	83,980	$	4,936

For the year ended December 31, 2019, we recognized amortization expense of $4.9 million in “Amortization of other acquired intangible assets” on the consolidated statement of comprehensive income.

The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities was recorded as goodwill. Goodwill consists largely of synergistic opportunities for our Wealth Management business, including increased scale, enhanced capabilities, and an integrated platform of brokerage, investment advisory and insurance services. Goodwill is not expected to be deductible for income tax purposes and is reported in our Wealth Management segment.

As part of the 1st Global Acquisition, we assumed a contingent liability related to a regulatory inquiry and recorded the contingent liability as part of the opening balance sheet. While the inquiry is still on-going, we evaluated a range of possible losses, resulting in a contingent liability reserve balance of $11.1 million at December 31, 2019.

The gross contractual amount of acquired accounts receivable, including commissions receivable, was $6.7 million. As an insignificant amount of these receivables was expected to be uncollectible, the acquired amount approximates fair value.

For the year ended December 31, 2019, we incurred transaction costs of $6.5 million associated with the 1st Global Acquisition, which were recognized as “Acquisition and integration” expenses on the consolidated statement of comprehensive income (loss).

The operations of 1st Global are included in our operating results as part of the Wealth Management segment from the date of the 1st Global Acquisition. From the date of the 1st Global Acquisition, 1st Global contributed approximately $114.8 million of revenue and $0.3 million of income before income taxes to our consolidated results for the year ended December 31, 2019.

Pro forma financial information of the 1st Global Acquisition: The financial information in the table below summarizes the combined results of operations of Blucora and 1st Global, on a pro forma basis, for the period in which the 1st Global Acquisition occurred and the prior reporting period as though the companies had been combined as of the beginning of each period presented. Pro forma net income includes adjustments for amortization expense on the definite-lived intangible assets identified in the 1st Global Acquisition, debt-related expenses associated with the credit facility used to finance the 1st Global Acquisition, and for the removal of acquisition-related transaction costs. Income taxes also have been adjusted for the effect of these items.

The following pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the 1st Global Acquisition occurred at the beginning of the period presented (amounts in thousands):

On September 4, 2019, we completed the disposition of all of the issued and outstanding stock of SimpleTax, which was a provider of digital tax preparation services in Canada, for proceeds of $9.6 million. This amount was received in the third quarter of 2019 and is included in “Proceeds from sale of a business, net of cash” on the consolidated statement of cash flows for the year ended December 31, 2019. We also recognized a gain on the sale of $3.3 million, which is in “Other loss, net” on the consolidated statement of comprehensive income for the year ended December 31, 2019.

The sale of SimpleTax did not meet the requisite criteria to constitute discontinued operations, as the historical results of SimpleTax were not material to our consolidated results of operations. Prior to its sale, the operations of SimpleTax were included in our operating results as part of the Tax Preparation segment.



Major classes of assets and liabilities:	September 3, 2019		December 31, 2018
Cash	$	2,198	$	1,088
Accounts receivable	12		27
Intangible assets	119		143
Goodwill	4,199		4,102
Total assets	6,528		5,360

Accrued expenses and other current liabilities	102		77
Long-term liabilities	38		37
Total liabilities	$	140	$	114