XML 22 R11.htm IDEA: XBRL DOCUMENT v3.10.0.1
Business Combinations
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Business Combinations

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.

During the second quarter of 2018, the Company finalized the purchase price allocation. Measurement period adjustments recorded during the period were not material.

The total consideration for this acquisition was (in thousands, except share data):

 

 

 

 

Cash

$

39,138

 

Common stock (176,406 shares)

 

4,617

 

Total

$

43,755

 

The following table summarizes the 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

 

6,267

 

 

 

 

 

Other tangible assets

 

2,804

 

 

 

 

 

Acquired developed technology

 

8,100

 

 

 

4

 

Customer contracts and related relationships

 

11,400

 

 

 

10

 

Order backlog

 

500

 

 

 

2

 

Trademarks and trade name

 

500

 

 

 

3

 

Accounts payable, deferred revenue and other liabilities

 

(16,917

)

 

 

 

 

Net assets acquired

 

12,751

 

 

 

 

 

Goodwill

 

31,004

 

 

 

 

 

Total

$

43,755

 

 

 

 

 

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 this business combination 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 $1.9 million. 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 and historical results of operations for this acquisition are not presented as the financial impact to the Company's condensed consolidated financial statements is immaterial.