Business Combination

12 Months Ended

Dec. 31, 2013

Business Combination

6. Business Combination

On August 1, 2013, the Company acquired all of the stock and equity interests of Connect2Field Holdings Pty Limited (“Connect2Field”), an Australian-based privately-held software product company whose Web-based and mobile applications are delivered as SaaS. The total consideration of $6,935 consisted entirely of cash paid to acquire all of the assets of Connect2Field and to assume a nominal amount of liabilities. The excess of the purchase price over the fair values of assets acquired and liabilities assumed was recorded as goodwill of $3,827. This acquisition reflects the Company’s strategy to acquire new customers and increase sales to existing customers by offering complementary products and technologies.

The following table summarizes the purchase price for Connect2Field and the estimated fair values of the separately identifiable assets acquired and liabilities assumed as of August 1, 2013:

Purchase consideration:
Total purchase price, net of cash acquired	$	6,786
Cash acquired		149
Total purchase consideration	$	6,935
Assets acquired and liabilities assumed:
Cash	$	149
Accounts receivable		3
Identifiable intangible assets		3,038
Goodwill		3,827
Total assets acquired, inclusive of goodwill		7,017
Accounts payable, accrued expenses and other current liabilities		(63	)
Deferred revenue		(19	)
Total liabilities assumed		(82	)
Total	$	6,935

The estimated fair value of the intangible assets acquired as of the acquisition date was $3,038 with a useful life of three years. The acquired intangible assets consisted of developed technology and was valued using the cost of reproduction method. In November 2013, the Company received $65 as a purchase price adjustment resulting from a minimum working capital requirement pursuant to the Purchase and Sale Agreement. The $65 working capital adjustment has been reflected in the purchase price allocation table above.

The results of Connect2Field have been included in the consolidated financial statements from the acquisition date of August 1, 2013. The results of Connect2Field were not included in pro forma combined historical results of operation of the Company as they are not material.