On October 31, 2018, the Company acquired 100% of the issued and outstanding shares of NVM, a cloud CCaaS provider, for a purchase price of $350,179 paid in cash. NVM is a private limited company organized under the laws of England & Wales. Adding NVM's contact center solutions to its existing suite of products will enable the Company to offer a full array of cloud business communications solutions delivered through owned technology.

The acquisition was recorded as a business combination under ASC 805, with identifiable assets acquired and liabilities assumed provisionally recorded at their estimated fair value on the acquisition date. The accounting for the business combination was completed as of October 31, 2019, at which point the fair values became final.

Under the terms of the offer, NVM shareholders received cash in the amount of approximately $341 million (approximately £260 million based on a 1.31335 GBP to USD exchange rate as of September 18, 2018) shortly after completion of the offer and the Company paid transactions costs incurred by NVM of approximately $9 million on the date of the acquisition.



	Preliminary Acquisition Date Fair Value as of December 31, 2018		Measurement Period Adjustments			Final Acquisition Date Fair Value
Assets
Cash and cash equivalents	$	1,994				$	1,994
Accounts receivable	13,747		(1,448		)	$	12,299
Other current assets	3,907		(565		)	$	3,342
Property and equipment	3,474					$	3,474
Intangible assets	154,300					$	154,300
Other assets	378					$	378
Total assets acquired	177,800		(2,013		)	175,787

Liabilities
Accounts payable	4,712					4,712
Accrued expenses	4,145		333			4,478
Deferred tax liabilities	7,756		(598		)	7,158
Deferred revenue	22,000		800			22,800
Total liabilities assumed	38,613		535			39,148

Net identifiable assets acquired	139,187		(2,548		)	136,639
Goodwill	210,992		2,548			213,540
Total purchase price	$	350,179	$	—		$	350,179

The fair values of intangible assets at the acquisition date were measured primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement as defined in ASC 820. The fair values of the trade name, customer relationships and developed technology were determined utilizing variations of the income approach where the expected future cash flows resulting from the acquired identifiable intangible assets were reduced by operating costs and charges for contributory assets and then discounted to present value at the weighted average cost of capital.

The Company recorded goodwill of $213,540 which is attributable to the Business segment and is not deductible for tax purposes. The factors that resulted in goodwill arising from the acquisition include the revenues and synergies anticipated with the ability to provide a contact center solution to our existing suite of cloud communication services along with a skilled workforce proficient in API development. The Company also recorded intangible assets of $154.3 million comprised of trade name of $5.3 million, customer relationships of $87 million, and developed technology of $62 million. In addition, the Company incurred and expensed acquisition related transaction costs included in general and administrative expense related to the acquisition of NVM of $253 and $9,627 for the years ended December 31, 2019 and 2018, respectively.

The pro forma information has been adjusted to include the pro-forma impact of amortization of intangible assets based on the purchase price allocations. The pro forma data has also been adjusted to eliminate non-recurring transaction costs as well as the related tax impact of pro forma adjustments. There were no transactions between Vonage and NVM. The pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings or any related integration costs.

On August 1, 2018, the Company acquired 100% of the issued and outstanding shares of TokBox for a purchase price of $32,906 paid in cash. San Francisco-based TokBox develops and operates the OpenTok Platform and is a provider in the WebRTC programmable video segment of the cloud communications market which will compliment the Company's existing portfolio of programmable communications.

The acquisition was recorded as a business combination under ASC 805, with identifiable assets acquired and liabilities assumed provisionally recorded at their estimated fair value on the acquisition date. The accounting for the business combination was completed as of June 30, 2019, at which point the fair values became final.



	Acquisition Date Fair Value
Assets
Cash and cash equivalents	$	557
Current assets	2,205
Property and equipment	124
Intangible assets	15,602
Deferred tax asset	92
Restricted cash	50
Total assets acquired	18,630

Liabilities
Accounts payable	371
Accrued expenses	6,003
Total liabilities assumed	6,374

Net identifiable assets acquired	12,256
Goodwill	20,650
Total purchase price	$	32,906

The Company recorded goodwill of $20,650 which is attributable to the Business segment and is deductible for tax purposes. The factors that resulted in goodwill arising from the acquisition include the revenues expected to be achieved by incorporating a video feature in the Company's API platform along with a skilled workforce proficient in API development. The Company also recorded intangible assets of $15,602 comprised of customer relationships of $5,020 and developed technology of $10,582.

The pro forma information has been adjusted to include the pro-forma impact of amortization of intangible assets based on the preliminary purchase price allocations. The pro forma data has also been adjusted to eliminate non-recurring transaction costs as well as the related tax impact of pro forma adjustments. There were no transactions between Vonage and TokBox. The pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings or any related integration costs.

On May 31, 2017, we completed the sale of our Hosted Infrastructure product line for up to $4.0 million consideration comprised of $1.0 million received upon closing, an additional $0.5 million of contingent consideration received during the third quarter of 2017 and the potential for up to $2.5 million further consideration based on the achievement of financial objectives for net sales during the 18 months following closing. The results of our Hosted Infrastructure product line have historically been included within the Business segment. As a result of the sale, we recorded a gain $1,879 for the year ended December 31, 2017, within other income. This disposal did not represent a strategic shift in operations and, therefore, did not qualify for presentation as discontinued operations.