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ACQUISITIONS
12 Months Ended
Dec. 31, 2015
ACQUISITIONS

8. ACQUISITIONS

Acquisitions completed in 2014:

The Company completed three acquisitions during the year ended December 31, 2014, which were determined to be immaterial, both individually and in the aggregate, for $6.3 million in cash consideration, inclusive of $2.1 million in cash acquired, and $1.1 million in additional cash consideration which was paid in 2015. During 2015, the Company also paid $0.5 million in additional cash consideration to the selling shareholders of another one of the three companies acquired in 2014 and up to $0.8 million may be payable based on the achievement of certain performance milestones through the end of 2016.

Acquisitions completed in 2013:

Antenna

On October 9, 2013, the Company acquired Antenna, a leading provider of mobile application development platforms. The Company acquired all of the outstanding capital stock of Antenna in a cash merger for $27.1 million, including the final working capital adjustment to the purchase price, which was paid by the Company in the first quarter of 2014. During 2014 and 2013, the Company incurred direct and incremental expenses associated with the transaction of $0.3 million and $1.3 million, respectively, which were primarily professional fees. The Company has included the financial results of Antenna in its consolidated financial statements from the date of acquisition.

As of December 31, 2014, as a result of the final purchase price allocation, the Company recognized $23 million of goodwill, which is nondeductible for tax purposes. A summary of the final purchase price allocation for the acquisition of Antenna is as follows:

 

(in thousands)       

Total purchase consideration:

  
  

 

 

 

Cash

   $ 27,141   
  

 

 

 

Allocation of the purchase consideration:

  

Cash

   $ 783   

Accounts receivable, net of allowance

     4,184   

Other assets

     3,951   

Property and equipment

     655   

Deferred tax assets, net

     2,638   

Identifiable intangible assets

     10,355   

Goodwill

     23,018   

Accounts payable

     (1,396

Accrued liabilities

     (12,861

Deferred revenue

     (4,186
  

 

 

 

Net assets acquired

   $ 27,141   
  

 

 

 

Pro forma Information (Unaudited)

The following pro forma financial information presents the combined results of operations of the Company and Antenna as if the acquisition had occurred on January 1, 2013 after giving effect to certain pro forma adjustments. The pro forma adjustments reflected herein include only those adjustments that are directly attributable to the Antenna acquisition, factually supportable, and expected to have a continuing impact on the Company. These pro forma adjustments include a net increase in amortization expense to eliminate historical amortization of Antenna intangible assets and to record amortization expense for the $10.4 million of acquired identifiable intangibles, a decrease in interest income as a result of the cash paid for the acquisition, a decrease in interest expense as a result of the repayment of all Antenna outstanding debt in connection with the acquisition, and the elimination of approximately $1.3 million of acquisition-related costs, including transaction costs incurred by the Company and Antenna. The pro forma financial information does not reflect any adjustments for anticipated synergies resulting from the acquisition and is not necessarily indicative of the operating results that would have actually occurred had the transaction been consummated on January 1, 2013.

 

     Pro Forma
Year Ended
December 31, 2013
 
(in thousands, except per share amounts)       

Revenue

   $ 532,978   

Net income

   $ 35,814   

Net income per basic share (1)

   $ 0.47   
  

 

 

 

Net income per diluted share (1)

   $ 0.46   
  

 

 

 

 

(1)  The per share amounts have been retroactively restated for all prior periods presented to reflect the Company’s two-for-one common stock split effected in the form of a common stock dividend distributed on April 1, 2014. See Note 1 “Basis of Presentation” (d) for further discussion of the Stock Split.