Acquisitions

In December 2013, the Company acquired all of the issued and outstanding shares of Latista Technologies, Inc. ("Latista"). Latista is the leading provider of mobile-enabled, cloud-based field management solutions in the industry. The LATISTA solution expanded the Company’s suite of solutions, especially in the field management process. In addition, the Company formed Textura Vostok, a Russian entity, and hired personnel previously employed by a Russian affiliate of Latista. The aggregate purchase price of $34,875 was paid in cash.

The total purchase price has been allocated as follows:



	Amount
	(in thousands)
Identifiable intangible assets	$	8,700
Goodwill	28,911
Deferred revenue	(2,151		)
Other current assets (liabilities), net	(585		)
Net assets acquired	$	34,875

Other current assets (liabilities), net in the table above include Latista-related deferred tax liabilities of $1,083. As a result of the nature of the deferred tax liabilities, the Company reduced the valuation allowance on its deferred tax assets and recognized a tax benefit of $1,083 in its statement of operations during the three months ended December 31, 2013. The deferred tax assets and liabilities primarily relate to timing differences in the amortization of intangible assets and net operating losses. On the balance sheet as of December 31, 2013 and June 30, 2014, the Company had short-term deferred tax assets of $781 recorded in prepaid expenses and other current assets and long-term deferred tax assets of $946 recorded in other assets, and long-term deferred tax liabilities of $1,727 recorded in other long-term liabilities.

As the acquisition of Latista occurred in the quarter ended December 31, 2013, its results have been included in the condensed consolidated statement of operations for the six months ended June 30, 2014. The Latista acquisition, including Textura Vostok, contributed net revenue of $703 and $1,377, respectively, for the three and six months ended June 30, 2014. The impact of Latista, including Textura Vostok, included in the consolidated results was a net loss of $1,396 and $3,091 and net loss per share of $0.06 and $0.12, respectively, for the three and six months ended June 30, 2014.

The following table contains unaudited pro forma consolidated statements of operations information assuming the acquisition of Latista occurred on October 1, 2012 and includes adjustments for amortization of intangible assets and interest expense. This pro forma information is presented for illustrative purposes only and is not indicative of what actual results would have been if the acquisition of Latista had taken place on October 1, 2012, or of future results.



	Three months ended June 30, 2013			Six Months Ended June 30, 2013
	(in thousands)
Revenue	$	10,065		$	19,224
Loss from operations	$	(19,393	)	$	(25,061	)
Net loss available to Textura Corporation common stockholders	$	(30,970	)	$	(38,209	)
Net loss per share, basic and diluted	$	(2.45	)	$	(3.41	)

The Company believes the goodwill reflects its expectations related to economies of scale and leveraging of the LATISTA solution with existing and future solution offerings. Goodwill is not deductible for tax purposes. Identifiable intangible assets consist of trademarks, technology and customer relationships, which are being amortized over a period of three, three and ten years, respectively.