2. Acquisitions

2017 Acquisitions

On January 10, 2017, the Company completed its purchase of Omtool, Ltd, a document capture, fax and workflow solution company. The purchase price consideration paid was approximately $19.3 million in cash payable at closing (net of approximately $3.0 million of cash acquired). Revenues recorded since the acquisition date through March 31, 2017 were approximately $2.0 million.

See Note 12 — Subsequent Events for more information regarding the acquisition of RightAnswers, Inc. in April, 2017.

2016 Acquisitions

On January 7, 2016, the Company completed its purchase of LeadLander, Inc., a website analytics provider. The purchase price consideration paid was approximately $8.0 million in cash payable at closing (net of approximately $0.4 million of cash acquired) and a $1.2 million cash holdback payable in 12 months (subject to indemnification claims), which was fully paid after December 31, 2016. Revenues recorded since the acquisition date through March 31, 2017 were approximately $4.3 million. In addition, the Asset Purchase Agreement included a contingent share consideration component pursuant to which Upland issued an aggregate of $2.4 million in common stock on July 25, 2016.

On March 14, 2016, the Company completed its purchase of HipCricket, Inc., a cloud-based mobile messaging software provider. The consideration paid to the seller consisted of the issuance of one million shares of the Company's common stock and the transfer of the Company's EPM Live product business. The value of the shares on the closing date of the transaction was approximately $5.7 million and the fair value of the EPM Live product business was approximately $5.9 million. The Company recognized a loss on the transfer in conjunction with the EPM Live net asset value of approximately $0.7 million in Other expense, net. Prior to the transaction, HipCricket was owned by an affiliate of ESW Capital, LLC, which is a shareholder of Upland. Raymond James & Co. provided a fairness opinion to Upland in connection with the transaction. Revenues recorded since the acquisition date through March 31, 2017 were approximately $5.5 million.

On April 27, 2016, the Company acquired Advanced Processing & Imaging, Inc. ("API"), a content management platform driving workflow in governments and schools. The purchase price consideration consisted of $4.1 million in cash payable at closing (net of $0.1 million of cash acquired), and a $0.8 million cash holdback payable in 12 months (subject to indemnification claims). Revenues recorded since the acquisition date through March 31, 2017 were approximately $2.5 million.

The following condensed table presents the preliminary acquisition-date fair value of the assets acquired and liabilities assumed for the acquisitions, as well as assets and liabilities (in thousands):



	Preliminary						Finalized
	Omtool			API			HipCricket			LeadLander
Year Acquired	2017			2016			2016			2016

Cash	$	2,957		$	125		$	—		$	365
Accounts receivable	784			821			1,226			199
Other current assets	405			54			273			55
Property and equipment	63			68			—			5
Customer relationships	3,520			1,420			1,000			970
Trade name	170			40			70			70
Technology	4,450			810			900			1,410
Goodwill	13,574			3,420			8,531			13,104
Other assets	33			89			—			6
Total assets acquired	25,956			6,847			12,000			16,184

Accounts payable	(219		)	(11		)	(44		)	—
Accrued expense and other	(906		)	(137		)	—			(254		)
Deferred revenue	(2,618		)	(1,699		)	(356		)	(910		)
Total liabilities assumed	(3,743		)	(1,847		)	(400		)	(1,164		)

Total consideration	$	22,213		$	5,000		$	11,600		$	15,020

Tangible assets were valued at their respective carrying amounts, which approximates their estimated fair value. The valuation of identifiable intangible assets reflects management’s estimates based on, among other factors, use of established valuation methods. Customer relationships were valued using an income approach, which estimates fair value based on the earnings and cash flow capacity of the subject asset. The value of the marketing-related intangibles was determined using a relief-from-royalty method, which estimates fair value based on the value the owner of the asset receives from not having to pay a royalty to use the asset. Developed technology was valued using a cost-to-recreate approach.

The Company recorded the purchase of the acquisitions described above using the acquisition method of accounting and, accordingly, recognized the assets acquired and liabilities assumed at their fair values as of the date of the acquisition. The purchase price allocations for the 2017 acquisition of Omtool, is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amount in all respects. The purchase price allocations for the 2015 acquisition of Ultriva and the 2016 acquisitions of LeadLander and HipCricket are final, and API is preliminary as the Company has not obtained and evaluated all of the detailed information necessary to finalize the opening balance sheet amounts in all respects. Management has recorded the purchase price allocations based upon acquired company information that is currently available. Management expects to finalize its purchase price allocations for Omtool and API in the the second quarter of 2017.

Goodwill deductible for tax purposes is $4.9 million for the LeadLander acquisition and $8.2 million for HipCricket. There was no goodwill deductible for tax purposes for the API and Omtool acquisitions.