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Acquisition
12 Months Ended
Dec. 31, 2016
Acquisition  
Acquisition

 

6. Acquisition

 

On the Acquisition Date, the Company acquired all of the outstanding shares of TVN.  As consideration for the acquisition of the equity of TVN, the Company made an initial payment to the TVN Sellers of $3,040 Australian dollars ($2,217 U.S. dollars based on the currency exchange rate on the Acquisition Date), subject to certain adjustments as set forth in the acquisition agreement, and is required to make payments of $380 Australian dollars ($277 U.S. dollars based on the currency exchange rate on the Acquisition Date) on each of the first and second anniversary of the closing, respectively. Subsequent to the Acquisition Date, the Company paid an additional $661 Australian dollars ($482 U.S. dollars based on the currency exchange rate on the payment date) to the TVN Sellers for certain working capital adjustments.

 

In addition, the TVN Sellers are eligible to receive future cash payments over a term of two years contingent on the operating performance of TVN in reaching certain financial milestones for the Year 1 Earn-Out Period and Year 2 Earn-Out Period, a portion of which is also contingent on continued employment of certain TVN Employee Sellers.  Subsequent to the Acquisition Date, the Company and TVN Sellers agreed to modify certain financial milestones and reduced the eligible contingent payments from $12,200 Australian dollars ($8,896 U.S. dollars based on the currency exchange rate on the Acquisition Date) to $10,470 Australian dollars ($7,651 U.S. dollars based on the currency exchange rate on the modification date).

 

In estimating the fair value of the contingent cash consideration, the Company used a Monte-Carlo valuation model based on future expectations on reaching such financial milestones, other management assumptions (including operating results, business plans, anticipated future cash flows, and marketplace data), and the weighted-probabilities of possible payments.  Refer to note 3 for further discussion on assumptions used to estimate the fair value of the contingent consideration.

 

As of the Acquisition Date, the Company estimated the fair value of the contingent consideration to be $3,870 Australian dollars ($2,822 U.S. dollars based on the currency exchange rate on the Acquisition Date), of which the Company recorded $1,122 Australian dollars ($818 U.S. dollars based on the currency exchange rate on the Acquisition Date) as purchase consideration for TVN related to TVN Sellers that are not subject to continued employment.  This amount has been included within total liabilities in the Company’s consolidated balance sheet.

 

As of December 31, 2016, the estimated fair value of the contingent cash consideration for the Year 2 Earn-Out Period is $5,350 Australian dollars ($3,863 U.S. dollars based on the currency exchange rate at the balance sheet date).  The Company made a payment to the TVN Sellers for an amount of $4,990 Australian Dollars ($3,837 U.S. Dollars based on the currency exchange rate on the date of payment, August 16, 2016) paid during the three months ended September 30, 2016 based on the performance of TVN during the Year 1 Earn-Out Period.

 

For the TVN Employee Sellers, the payment of the contingent cash consideration is dependent upon continued employment through the date of payment. As a result, the estimated fair value of the contingent cash consideration relating to such TVN Employee Sellers was excluded from the purchase consideration and such amounts will be recorded as compensation expense over the Year 1 Earn-Out Period and Year 2 Earn-Out Period.  The estimated fair value of the contingent cash consideration related to such TVN Employee Sellers as of December 31, 2016 for the Year 2 Earn-Out Period is $3,821 Australian dollars ($2,760 U.S. dollars based on the currency exchange rate at the balance sheet date).   For the year ended December 31, 2016, the Company recorded $3,568 in compensation-related expenses in connection with the continued employment of the TVN Employee Sellers within sales and marketing expenses in its consolidated statements of operations.

 

For the TVN Sellers the estimated fair value of the contingent cash consideration as of December 31, 2016 for the Year 2 Earn-Out Period is $1,529 Australian dollars ($1,103 U.S. dollars based on the currency exchange rate at the balance sheet date).  For the year ended December 31, 2016, the Company recorded $1,263 in mark-to-market expense in the Company’s consolidated statements of operations.

 

The total consideration transferred in the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed at the Acquisition Date, and are subject to adjustment during a measurement period of up to one year from the Acquisition Date. The measurement period provides the Company with the ability to adjust the fair values of acquired assets and liabilities assumed for new information that is obtained about events and circumstances that existed as of the Acquisition Date.  Goodwill recognized in the TVN acquisition is not deductible for tax purposes.

 

The results of operations of TVN have been included in the Company’s consolidated statements of operations since the Acquisition Date.