XML 27 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
ACQUISITIONS
ACQUISITIONS
2018 Business Combinations
Sapho, Inc.

On November 13, 2018, the Company acquired all of the issued and outstanding securities of Sapho, Inc. (“Sapho”), whose technology is intended to advance the Company’s development of the intelligent workspace. The acquired technology enables efficient workstyles by creating a unified and customizable notification experience for business applications. The total preliminary cash consideration for this transaction was $182.9 million, net of $3.7 million cash acquired. Transaction costs associated with the acquisition were not significant.

Cedexis, Inc.
On February 6, 2018, the Company acquired all of the issued and outstanding securities of Cedexis, Inc. (“Cedexis”) whose solution is a real-time data driven service for dynamically optimizing the flow of traffic across public clouds and data centers that provides a dynamic and reliable way to route and manage Internet performance for customers moving towards hybrid and multi-cloud deployments. The total cash consideration for this transaction was $66.0 million, net of $6.0 million cash acquired. Transaction costs associated with the acquisition were not significant.
Purchase Accounting for the 2018 Business Combinations
The purchase prices for the companies acquired during the year ended December 31, 2018, which include Sapho and Cedexis (collectively, the "2018 Business Combinations"), were allocated to the respective acquired company's net tangible and intangible assets based on their estimated fair values as of the date of the acquisition. The allocation of the total purchase prices is summarized below (in thousands):
 
Sapho
 
Cedexis
 
Purchase Price Allocation
 
Asset Life
 
Purchase Price Allocation
 
Asset Life
Current assets
$
4,671

 

 
$
8,961

 

Intangible assets
53,600

 
5 years
 
27,200

 
1-6 years
Goodwill
144,173

 
Indefinite
 
44,003

 
Indefinite
Deferred taxes

 

 
3,173

 

Other assets

 

 
69

 

Assets acquired
202,444

 
 
 
83,406

 
 
Current liabilities assumed
3,323

 
 
 
5,711

 
 
Assumed debt

 
 
 
5,674

 
 
Other long term liabilities assumed
370

 
 
 

 
 
Deferred taxes
12,094

 
 
 

 
 
Net assets acquired
$
186,657

 
 
 
$
72,021

 
 

Current assets acquired in connection with the 2018 Business Combinations consisted primarily of cash, accounts receivable and other short-term assets. Current liabilities assumed in connection with the 2018 Business Combinations consisted primarily of accounts payable and other accrued expenses. Assumed debt for the Cedexis acquisition consisted primarily of short-term and long-term debt, which was paid in full subsequent to the acquisition date. The Company continues to evaluate certain assets and liabilities related to the Sapho acquisition that may be subject to change through the remainder of the measurement period, which will extend not more than twelve months from the acquisition date.
The goodwill related to the 2018 Business Combinations is not deductible for tax purposes and is comprised primarily of expected synergies from combining operations and other intangible assets that do not qualify for separate recognition.

Identifiable intangible assets acquired in connection with the 2018 Business Combinations (in thousands) and the weighted-average lives are as follows:
 
Sapho
 
Asset Life
 
Cedexis
 
Asset Life
Customer relationships
$
1,600

 
5 years
 
$
2,000

 
1 year
Developed technology
52,000

 
5 years
 
23,800

 
5-6 years
Tradenames

 

 
1,400

 
1 year
Total
$
53,600

 
 
 
$
27,200

 
 

The Company has included the effect of the 2018 Business Combinations in its results of operations prospectively from the date of acquisition. The following unaudited pro-forma information combines the consolidated results of the operations of the Company and the 2018 Business Combinations as if the acquisitions had occurred on January 1, 2017, the first day of the Company’s fiscal year 2017 (in thousands):
 
 
Twelve Months Ended December 31
 
 
2018
 
2017
Revenues
 
$
2,977,155

 
$
2,838,880

Income from continuing operations
 
651,047

 
530,470

Net income (loss)
 
550,985

 
(56,601
)
2017 Business Combination
On January 3, 2017, the Company acquired all of the issued and outstanding securities of Unidesk Corporation (“Unidesk”). The Company acquired Unidesk to enhance its application management and delivery offerings. The total cash consideration for this transaction was $60.4 million, net of $2.7 million of cash acquired. Transaction costs associated with the acquisition were not significant