BUSINESS COMBINATIONS (Tables)

9 Months Ended

Sep. 30, 2020

Business Combinations [Abstract]

Preliminary Fair Value of Assets Acquired and Liabilities Assumed as a Result of the Saba Group Acquisition

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the acquisition of Saba, as adjusted in the third quarter of 2020 (in thousands):

	Preliminary Fair Value at Acquisition Date		Measurement Period Adjustments1		Adjusted Fair Value at Acquisition Date
Cash and cash equivalents	$	49,471			$	49,471
Accounts receivable	58,764				58,764
Prepaid expenses and other current assets	13,020				13,020
Property and equipment	9,446				9,446
Operating right-of-use assets	16,700				16,700
Intangible assets	481,000				481,000
Goodwill	905,498		(2,694)		902,804
Other assets	2,698		1,122		3,820
Total assets	1,536,597		(1,572)		1,535,025
Accounts payable and accrued expenses	28,978				28,978
Deferred revenue	69,940		1,092		71,032
Operating lease liabilities	16,532				16,532
Deferred tax liabilities, net	46,472				46,472
Other liabilities	12,782				12,782
Total liabilities	174,704		1,092		175,796
Total purchase consideration	$	1,361,893	$	(2,664)	$	1,359,229
1 The Company received approximately $2.7 million from escrow and made other revisions to certain acquired balances during the three months ended September 30, 2020.

The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below:

	Fair Value (in thousands)
Tangible assets	$	1,275
Intangible assets – developed technology	9,800
Intangible assets – customer relationships	800
Goodwill	8,875
Deferred tax liabilities	(1,020)
Accounts payable and accrued expenses	(755)
Deferred revenue	(336)
Net assets acquired	$	18,639

Schedule of Gross Carrying Amount and Accumulated Amortization of Finite-lived Intangible Assets

The following table provides the preliminary valuation of the Saba intangible assets, along with their estimated useful lives:

	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)
Customer relationships	$	294,800	11
Customer contracts	58,500		2
Developed technology	120,500		3 – 5
Trade names, trademarks, and domain names	7,200		3
Total	$	481,000

Pro Forma Results

The unaudited pro forma results presented below include adjustments for amortization of identifiable intangible assets, interest expense related to debt financing, and related tax effects (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenue	$	199,498	$	209,465	$	639,036	$	618,765
Net loss	(10,776)		(20,641)		(95,625)		(79,164)

Schedule of Allocation of the Total Purchase Consideration

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as a result of the acquisition of Saba, as adjusted in the third quarter of 2020 (in thousands):

	Preliminary Fair Value at Acquisition Date		Measurement Period Adjustments1		Adjusted Fair Value at Acquisition Date
Cash and cash equivalents	$	49,471			$	49,471
Accounts receivable	58,764				58,764
Prepaid expenses and other current assets	13,020				13,020
Property and equipment	9,446				9,446
Operating right-of-use assets	16,700				16,700
Intangible assets	481,000				481,000
Goodwill	905,498		(2,694)		902,804
Other assets	2,698		1,122		3,820
Total assets	1,536,597		(1,572)		1,535,025
Accounts payable and accrued expenses	28,978				28,978
Deferred revenue	69,940		1,092		71,032
Operating lease liabilities	16,532				16,532
Deferred tax liabilities, net	46,472				46,472
Other liabilities	12,782				12,782
Total liabilities	174,704		1,092		175,796
Total purchase consideration	$	1,361,893	$	(2,664)	$	1,359,229
1 The Company received approximately $2.7 million from escrow and made other revisions to certain acquired balances during the three months ended September 30, 2020.

The Company's preliminary allocation of the total purchase consideration as of January 24, 2020 is summarized below:

	Fair Value (in thousands)
Tangible assets	$	1,275
Intangible assets – developed technology	9,800
Intangible assets – customer relationships	800
Goodwill	8,875
Deferred tax liabilities	(1,020)
Accounts payable and accrued expenses	(755)
Deferred revenue	(336)
Net assets acquired	$	18,639