Business Acquisition

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Business Acquisition

BUSINESS ACQUISITION

2014 Business Acquisition

On November 3, 2014, the Company completed the acquisition of Evolv Inc., (“Evolv”), a San Francisco based SaaS company. Evolv’s platform has been developed with big data architecture and machine learning algorithms to perform predictive and prescriptive analytics and has broad data capturing capabilities that are used to help companies solve workforce management challenges. The acquisition was completed pursuant to a merger whereby Evolv became a wholly owned subsidiary of the Company. In connection with the merger, the Company paid total purchase consideration of approximately $43.4 million.

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 Evolv 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, including the acquired workforce, from combining Evolv with the Company. The Company acquired Evolv to allow clients to leverage the power of big data analytics to make better workforce decisions.

The Company’s allocation of the total purchase consideration as of November 3, 2014 is summarized below (in thousands):

Cash and cash equivalents	$	107
Account receivables	979
Prepaid expenses and other current assets	194
Property and equipment	77
Intangibles - Developed technology	26,184
Goodwill	17,701
Total assets acquired	45,242
Accounts payable	712
Accrued expenses	619
Deferred revenue	477
Total liabilities assumed	1,808
Total purchase price	$	43,434

The developed technology is being amortized on a straight-line basis over 3 years.

Unaudited Pro Forma Financial Information

The following table reflects the unaudited pro forma consolidated results of operations as if the Evolv acquisition had taken place on January 1, 2013, after giving effect to certain adjustments including the amortization of acquired intangible assets and the elimination of the Company’s and Evolv’s non-recurring acquisition-related expenses (in thousands):

	For the Years Ended
	December 31,
	2014			2013
	Pro Forma			Pro Forma
Revenue	$	268,771		$	190,551
Net loss	$	(85,521	)	$	(64,474	)

The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated as of January 1, 2013 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable. The unaudited pro forma information does not include any adjustments for any restructuring activities, operating efficiencies or cost savings.