Note 5. Business Combinations

On February 2, 2018, the Company acquired all outstanding membership interests of Digital Fuel SV, LLC, or Digital Fuel, a provider of IT business management tools, to extend its leadership role of the Technology Business Management market and broaden the Company’s customer base.

The Company allocated the purchase price of the acquisition to identifiable assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the purchase price over the aggregate fair values was recorded as goodwill. The Company calculated the fair value of the assets acquired using the income and cost approaches (or a combination thereof). Fair values were determined based on Level 3 inputs including estimated future cash flows, discount rates, royalty rates, growth rates, sales projections, retention rates and terminal values, all of which require significant management judgment.

The purchase price allocation is based upon preliminary information and is subject to change if additional information about the facts and circumstances that existed at the acquisition date becomes available. Additional information is being gathered to finalize these preliminary measurements, particularly with respect to intangible assets, and deferred revenue. Further adjustments may be necessary as a result of the Company’s on-going assessment of additional information related to the fair value of assets acquired and liabilities assumed, including goodwill, during the measurement period.

The total estimated consideration for this acquisition, subject to certain post-closing adjustments provided for in the Purchase Agreement was approximately (in thousands, except share data):


Cash	$	38,961
Common stock (176,406 shares)		4,617
Total	$	43,578

The following table summarizes the preliminary fair values of the tangible and intangible assets acquired and liabilities assumed as of the acquisition date (in thousands):

	Purchase Consideration			Useful life (in years)

Cash	$	97
Accounts receivable		6,093
Other tangible assets		3,636
Acquired developed technology		7,800			4
Customer contracts and related relationships		11,300			10
Order backlog		500			2
Trademarks and trade name		500			3
Accounts payable, deferred revenue and other liabilities		(16,920	)
Net assets acquired		13,006
Goodwill		30,572
Total	$	43,578

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The Company believes the goodwill resulting from these business combinations represents the synergies expected from expanded market opportunities when integrating the acquired technologies with our offerings. The goodwill balance is deductible for U.S. income tax purposes.

The acquired entity's results of operations have been included in the condensed consolidated financial statements of the Company from the date of acquisition. The Company incurred costs related to this acquisition of $2.5 million, including $0.6 million related to the impairment of acquisition-related assets. All acquisition-related costs were expensed as incurred and have been recorded in general and administrative expenses in the condensed consolidated statements of operations.

Pro forma results of operations for this acquisition are not presented as the financial impact to the Company's condensed consolidated financial statements is immaterial.