Acquisitions

SignUp4

On May 8, 2015, the Company acquired 100% of the equity interests of SignUp4, LLC (“SignUp4”) for total consideration of $22.2 million, including cash acquired of $1.9 million. SignUp4 is an event management and marketing solutions company that has a valuable client portfolio, including multiple Fortune 1000 clients. The Company completed this acquisition for strategic and competitive advantage. The acquisition was accounted for as a purchase business combination.

Total consideration is comprised of cash paid at closing of $19.2 million, net of cash acquired of $1.9 million and $1.1 million of cash withheld to cover potential net working capital adjustments. The amounts withheld to cover potential net working capital adjustments were paid in early October, 2015 for approximately the amount withheld.

The table below represents the preliminary allocation of the purchase price for the acquired net assets of SignUp4based on their estimated fair values as of May 8, 2015. The allocation of the purchase price was based upon preliminary estimates of fair value of the corresponding assets and liabilities as follows (in thousands):



Tangible liabilities assumed, net	$	(1,420	)
Trademarks	164
Developed technology	870
Customer relationships	7,040
Goodwill	12,558
Total consideration	$	19,212

Customer relationships represent the fair value of the underlying relationships and agreements with SignUp4 customers. Developed technology represents the estimated fair value of SignUp4’s developed software. Trademarks represents the estimated fair value of SignUp4’s existing trademarks. The excess of purchase consideration over the fair value of the net tangible and identifiable intangible assets acquired of $12.6 million was recorded as goodwill. Changes to amounts recorded as assets or liabilities may result in a corresponding adjustment to goodwill. The goodwill balance is attributed to the assembled workforce and expanded market opportunities when integrating SignUp4’s business into the Company’s technology. The goodwill balance is deductible for U.S. income tax purposes.

Acquisition-related costs, including transaction costs such as legal and accounting fees, were expensed as incurred. The Company incurred $0.2 million of transaction costs for the nine months ended September 30, 2015, which have been included in general and administrative expenses in the consolidated statement of operations. Revenue in the period post-acquisition was not significant.