Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Combination and Asset Acquisition [Abstract]

Schedule of business acquisitions

Acquisition-related costs were expensed as incurred and were as follows:

	Year Ended December 31, 2021
	(in thousands)
Cost of revenue:
Subscription	$	88
Sales and marketing	180
Research and development	1,088
General and administrative	4,896
	$	6,252

Schedule of acquisitions

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed and reflects measurement period adjustments through December 31, 2021 (in thousands):

Assets acquired:
Cash and cash equivalents	$	9,605
Trade accounts receivable, net	3,882
Prepaid expenses	900
Other current assets	426
Equipment and leasehold improvements, net	58
Intangible assets acquired	102,050
Operating lease assets	1,474
Deferred tax asset	918
Liabilities assumed:
Accounts payable	(788)
Accrued liabilities	(3,464)
Income taxes payable	(94)
Deferred revenue	(5,200)
Operating lease liabilities	(1,474)
Deferred tax liability	(9,374)
Goodwill	310,356
Total purchase consideration	$	409,275

The Company allocated the net purchase consideration to the net assets acquired based on their respective fair values at the time of the acquisition as follows (in thousands):

Cash consideration	$	3,041
Contingent consideration	359
Final aggregate purchase price	$	3,400
Intangible assets acquired:
Developed technology	$	2,630
IPR&D	400
Goodwill	370
Total purchase consideration	$	3,400

The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Assets acquired:
Cash	$	17
Other current assets	71
Long‑term assets	12
Deferred tax asset	5
Liabilities assumed:
Accounts payable and accrued liabilities	(25)
Deferred revenue	(123)
Intangible assets acquired	1,111
Goodwill	1,662
Total purchase consideration	$	2,730

The following table summarizes the fair value of consideration transferred and the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

Assets acquired:
Cash	$	512
Other current assets	1
Long‑term assets	12
Liabilities assumed:
Accounts payable and accrued liabilities	(119)
Intangible assets acquired	3,300
Goodwill	10,673
Total purchase consideration	$	14,379

The Company allocated the net purchase consideration to the net assets acquired, including finite-lived intangible assets, based on their respective fair values at the time of the acquisition as follows (in thousands):

Assets acquired:
Cash	$	3,325
Other current assets	1,306
Long‑term assets	154
Liabilities assumed:
Accounts payable and accrued liabilities	(419)
Deferred revenue	(3,050)
Deferred tax liability	(2,996)
Intangible assets acquired	12,310
Goodwill	28,000
Total purchase consideration	$	38,630

Schedule of finite-lived intangible assets acquired as part of business combination

The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:

	Useful Life	Gross Value
		(in thousands)
Developed technology	6.5 years	$	60,500
Customer relationships	11.0 years	35,600
Order backlog	2.5 years	3,800
Non-competes	2.5 years	1,750
Trademarks	3.0 years	400
Total identifiable intangible assets		$	102,050

The estimated useful lives and fair values of the identifiable intangible assets acquired were as follows:

	Useful Life	Gross Value
		(in thousands)
Customer relationships	8.0 years	$	7,900
Developed technology	5.0 years	4,300
Non-competes	2.0 years	90
Trademarks	0.9 years	20
Total identifiable intangible assets		$	12,310

Schedule of pro forma revenue and earnings

Pro forma consolidated revenues and net loss for the years ended December 31, 2021 and 2020, calculated as if Wandera had been acquired as of January 1, 2020, were as follows:

	Years Ended December 31,
	2021		2020
	(in thousands)
Revenues	$	377,996	$	288,666
Net loss	(83,383)		(44,671)