Business Acquisition

9 Months Ended

Sep. 30, 2014

Business Combinations [Abstract]

Business Acquisition

Business Acquisition

On January 22, 2014, the Company acquired Scout Analytics, Inc. (“Scout”), a privately held company. Scout provides cloud-based recurring revenue management solutions that enable information services, media publishing, and SaaS companies to understand how customers engage with their online content.

The acquisition has been accounted for under the acquisition method of accounting in accordance with the FASB's Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. As such, the Scout assets acquired and liabilities assumed are recorded at their acquisition-date fair values. Acquisition-related transaction costs are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred. Any excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill, which is not deductible for tax purposes. Goodwill is attributable primarily to expected synergies and other benefits from combining Scout with the Company including the hiring of Scout's workforce, all of which was allocated to the Cloud and Business Intelligence reporting unit. Refer to Note 3 regarding goodwill impairment during the third quarter of 2014.

The Company's allocation of the total purchase consideration of $32.5 million, net of cash acquired is summarized below (in thousands)

Acquired intangible assets:
Developed technology	$	4,330
Customer relationships	3,400
Trade name	1,290
Total acquired intangible assets	9,020
Goodwill	22,653
Accounts receivable	2,679
Other assets (including cash of $211)	520
Deferred revenue	(1,350		)
Capital lease	(283		)
Other liabilities	(477		)
Net Assets Acquired	$	32,762

The fair value measurements for purchase price allocation were based on significant inputs that are not observable in the market and thus represent Level 3 measurements as defined in the accounting standard for fair value measurements.

The developed technology, customer relationships and trade names are being amortized on a straight-line basis over 4 years, 4 years and 4 years, respectively, with a combined weighted-average useful life of 4 years.

Pro-forma results of operations for the acquisition have not been presented because they are not material to the consolidated results of operations.