1st Global Acquisition

3 Months Ended

Mar. 31, 2020

Note 3: 1st Global Acquisition

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 purchase price was 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.

As of March 31, 2020, the fair values of assets acquired and liabilities assumed in the 1st Global Acquisition were as follows (in thousands):


	Purchase Price Allocation at December 31, 2019		Purchase Price Allocation Adjustments Since December 31, 2019		Purchase Price Allocation at March 31, 2020
Assets acquired:
Tangible assets acquired, including cash of $12,389	$	38,413	$	—	$	38,413
Goodwill	117,792		(666)		117,126
Identifiable intangible assets	83,980		—		83,980
Liabilities assumed:
Contingent liability	(11,052)		—		(11,052)
Deferred revenues	(17,715)		—		(17,715)
Other current liabilities	(12,956)		281		(12,675)
Deferred tax liabilities, net	(18,462)		385		(18,077)
Total assets acquired and liabilities assumed	$	180,000	$	—	$	180,000

During the three months ended March 31, 2020, we adjusted the fair values of goodwill, other current liabilities, and deferred tax liabilities, net, due to the pre-acquisition 1st Global tax returns being filed in the first quarter of 2020. The primary area of acquisition accounting that had not yet been finalized as of March 31, 2020 related to a pre-acquisition 1st Global state tax return that is still to be filed. The filing of this state tax return could result in additional purchase price allocation adjustments.

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 (including accrued interest) of $11.3 million at March 31, 2020.