Business Combinations (Tables) - IDV Solutions LLC

9 Months Ended

Sep. 30, 2017

Summary of Allocation of Purchase Consideration and Estimated Values of Assets Acquired and Liabilities Assumed

The following table summarizes the allocation of the purchase consideration and the estimated fair value of the assets acquired and the liabilities assumed for the acquisition of IDV made by the Company. The purchase price allocations for IDV included in the table below are preliminary. The following table also summarizes the aggregate consideration for IDV as of September 30, 2017 (in thousands):

Assets acquired	IDV
Accounts receivable		1,462
Other assets		242
Property and equipment		174
Trade names		1,590
Acquired technology		2,490
Customer relationships		3,400
Non-compete arrangement		240
Goodwill		21,196
Total assets acquired	$	30,794
Liabilities assumed
Accounts payable and accrued expenses		347
Deferred revenue		4,060
Other liabilities		132
Net assets acquired	$	26,255
Consideration paid
Cash paid, net of cash acquired		21,235
Acquisition date fair value of contingent consideration		5,020
Total	$	26,255

Summary of Unaudited Pro Forma Combined Results of Operations

The following tables reflect the unaudited pro forma combined results of operations for the three and nine months ended September 30, 2017 and the three and nine months ended September 30, 2016 as if the acquisition of IDV had taken place on January 1, 2016, as well as the results of acquired business included in our unaudited financial information for the three months ended September 30, 2017.  The unaudited pro forma financial information includes the effects of certain adjustments, including the amortization of acquired intangible assets and the associated tax effect and the elimination of the Company’s and the acquiree’s non-recurring acquisition related expenses:

	Revenue		Net income (loss)
Results of acquired business included in our three and nine months ended    (in thousands):
From the acquisition date to September 30, 2017	$	4,900	$	(2,274	)
For the nine months ended September 30, 2017 pro forma	$	5,437	$	(2,419	)
For the nine months ended September 30, 2016 pro forma	$	7,713	$	(1,189	)
For the three months ended September 30, 2017	$	1,882	$	(691	)
For the three months ended September 30, 2016 pro forma	$	2,595	$	(48	)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Basic and diluted earnings per share pro    forma	$	(0.02	)	$	(0.00	)	$	(0.09	)	$	(0.09	)