Acquisitions (Tables) - Tapingo and LevelUp

6 Months Ended

Jun. 30, 2019

Schedule of Acquisition Date Fair Value of Assets and Liabilities

The following table summarizes the preliminary and final purchase price allocation acquisition-date fair values of the asset and liabilities acquired in connection with the Tapingo and LevelUp acquisitions, respectively:

	Tapingo			LevelUp			Total
	(in thousands)
Accounts receivable	$	3,101		$	6,201		$	9,302
Prepaid expenses and other current assets		843			1,396			2,239
Property and equipment		—			895			895
Other assets		163			—			163
Restaurant relationships		11,279			10,217			21,496
Diner acquisition		—			3,912			3,912
Below-market lease intangible		—			2,205			2,205
Developed technology		9,755			20,107			29,862
Goodwill		119,417			296,198			415,615
Net deferred tax asset		12,073			31,545			43,618
Accounts payable and accrued expenses		(4,573	)		(3,249	)		(7,822	)
Total purchase price net of cash acquired	$	152,058		$	369,427		$	521,485
Fair value of assumed ISOs attributable to pre-combination service		(372	)		(2,594	)		(2,966	)
Net cash paid	$	151,686		$	366,833		$	518,519

Valuation Methods for Intangible Assets Acquired

The estimated fair values of the intangible assets acquired were determined based on a combination of the income, cost, and market approaches to measure the fair value of the restaurant relationships, diner acquisition and developed technology as follows:

	Valuation Method
	Tapingo	LevelUp
Restaurant relationships	Multi-period excess earnings	With or without comparative business valuation
Diner acquisition	n/a	Cost to recreate
Developed technology	Cost to recreate	Multi-period excess earnings

Pro Forma Summary of Operation

The following unaudited pro forma information presents a summary of the operating results of the Company for the three and six months ended June 30, 2018 as if the acquisitions of Tapingo and LevelUp had occurred as of January 1 of the year prior to acquisition:

	Three Months Ended June 30, 2018		Six Months Ended June 30, 2018
	(in thousands, except per share data)
Revenues	$	251,005	$	494,352
Net income		21,115		42,736
Net income per share attributable to common shareholders:
Basic	$	0.24	$	0.48
Diluted	$	0.23	$	0.47

Pro Forma Adjustments

The pro forma adjustments that reflect the amortization that would have been recognized for intangible assets, elimination of transaction costs incurred, stock-based compensation expense for assumed equity awards and interest expense for transaction financings, as well as the pro forma tax impact of such adjustments for the three and six months ended June 30, 2018 were as follows:

	Three Months Ended June 30, 2018			Six Months Ended June 30, 2018
	(in thousands)
Depreciation and amortization	$	1,440		$	3,066
Transaction costs		(1,133	)		(2,365	)
Stock-based compensation		1,750			3,622
Interest expense		484			1,009
Income tax benefit		(752	)		(1,578	)