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Business Combinations
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Business Combinations

(8) Business Combinations

 

The Company accounted for the acquisitions of Unified Messaging Systems ASA, Respond B.V. and PlanetRisk, Inc. using the acquisition method of accounting for business combinations under ASC 805, Business Combinations. The total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date.

 

Unified Messaging Systems ASA

On April 3, 2018, the Company acquired Unified Messaging Systems ASA, or UMS, in exchange for cash consideration of $31.9 million, net of cash acquired. UMS is an industry leader in the area of critical communication and population alerting systems and is headquartered in Oslo, Norway. The Company acquired UMS for its customer base and to complement some of the existing facets of the Company’s business with existing customers.

The following table summarizes the allocation of the purchase consideration and acquisition date fair values of the assets acquired and the liabilities assumed for the acquisition of UMS made by the Company. The following table also summarizes the aggregate consideration for UMS as of December 31, 2018 (in thousands):

 

 

 

UMS

 

Assets acquired

 

 

 

 

Accounts receivable

 

 

3,793

 

Other assets

 

 

2,069

 

Property and equipment

 

 

27

 

Trade names

 

 

470

 

Acquired technology

 

 

930

 

Customer relationships

 

 

16,400

 

Goodwill

 

 

18,278

 

Total assets acquired

 

$

41,967

 

Liabilities assumed

 

 

 

 

Accounts payable and accrued expenses

 

 

3,852

 

Deferred revenue

 

 

6,130

 

Other liabilities

 

 

101

 

Net assets acquired

 

$

31,884

 

Consideration paid

 

 

 

 

Cash paid, net of cash acquired

 

 

31,884

 

Total

 

$

31,884

 

 

The weighted average useful life of all identified acquired intangible assets is 6.63 years. The weighted average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 7.0 years and 1.0 years, respectively.  The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.

As a result of the acquisition, the Company recorded $18.3 million of goodwill. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of UMS’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of UMS support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the UMS acquisition is not deductible for income tax purposes.

For the twelve months ended December 31, 2018, the Company incurred transaction costs of $0.4 million in connection with the UMS acquisition, which were expensed as incurred and included in general and administrative expenses within the accompanying consolidated statements of operations.

PlanetRisk, Inc.

On May 1, 2018, the Company acquired certain assets from PlanetRisk, Inc., or PlanetRisk, in exchange for cash consideration of $2.0 million. PlanetRisk is a provider of data analytics and visualization solutions. The Company acquired these assets from PlanetRisk for its customer base and to complement some of the existing facets of the Company’s business with existing products.

The following table summarizes the allocation of the purchase consideration and acquisition date fair values of the assets acquired and the liabilities assumed for the acquisition of PlanetRisk made by the Company. The following table also summarizes the aggregate consideration for PlanetRisk as of December 31, 2018 (in thousands):

 

 

 

PlanetRisk

 

Assets acquired

 

 

 

 

Accounts receivable

 

 

2,862

 

Property and equipment

 

 

488

 

Acquired technology

 

 

110

 

Customer relationships

 

 

2,300

 

Goodwill

 

 

228

 

Total assets acquired

 

$

5,988

 

Liabilities assumed

 

 

 

 

Accounts payable and accrued expenses

 

 

717

 

Deferred revenue

 

 

3,030

 

Other liabilities

 

 

220

 

Net assets acquired

 

$

2,021

 

Consideration paid

 

 

 

 

Cash paid, net of cash acquired

 

 

2,021

 

Total

 

$

2,021

 

 

The weighted average useful life of all identified acquired intangible assets is 6.825 years. The weighted average useful lives for acquired technologies and customer relationships are 3.0 years and 7.0 years, respectively.  The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.

As a result of the acquisition, the Company recorded $0.2 million of goodwill. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of PlanetRisk’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of PlanetRisk support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the PlanetRisk acquisition is deductible for income tax purposes.

For the twelve months ended December 31, 2018, the Company incurred transaction costs of $0.1 million in connection with the PlanetRisk acquisition, which were expensed as incurred and included in general and administrative expenses within the accompanying consolidated statements of operations.

Respond Acquisition

On May 18, 2018, the Company acquired Respond B.V., or Respond, in exchange for current cash consideration of $2.0 million, net of cash acquired and issued a note to be paid one year after the transaction date in the amount of $0.4 million, for a total purchase price of $2.3 million. Respond is a provider of critical communication solutions and is headquartered in the Netherlands. The Company acquired Respond for its customer base and to complement some of the existing facets of the Company’s business with its existing customers.

The following table summarizes the allocation of the purchase consideration and acquisition date fair values of the assets acquired and the liabilities assumed for the acquisition of Respond made by the Company. The following table also summarizes the aggregate consideration for Respond as of December 31, 2018 (in thousands):

 

 

 

Respond

 

Assets acquired

 

 

 

 

Accounts receivable

 

 

86

 

Other assets

 

 

87

 

Property and equipment

 

 

19

 

Trade names

 

 

90

 

Acquired technology

 

 

140

 

Customer relationships

 

 

1,600

 

Goodwill

 

 

1,193

 

Total assets acquired

 

$

3,215

 

Liabilities assumed

 

 

 

 

Accounts payable and accrued expenses

 

 

226

 

Deferred revenue

 

 

240

 

Other liabilities

 

 

414

 

Net assets acquired

 

$

2,335

 

Consideration paid

 

 

 

 

Cash paid, net of cash acquired

 

 

1,952

 

Note payable

 

 

383

 

Total

 

$

2,335

 

 

The weighted average useful life of all identified acquired intangible assets is 6.40 years. The weighted average useful lives for acquired technologies, customer relationships and trade names are 3.0 years, 7.0 years and 1.0 years, respectively.   The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.

As a result of the acquisition, the Company recorded $1.2 million of goodwill. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of Respond’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of Respond support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the Respond acquisition is not deductible for income tax purposes.

For the twelve months ended December 31, 2018, the Company incurred transaction costs of $0.1 million in connection with the Respond acquisition, which were expensed as incurred and included in general and administrative expenses within the accompanying consolidated statements of operations.

Neither the investment in the assets nor the results of operations of the three combined acquisitions were significant to the Company’s consolidated financial position or results of operations, and thus pro forma information is not presented.

 

 

IDV Acquisition

On January 27, 2017, the Company acquired IDV, in exchange for current cash consideration of $21.2 million, net of cash acquired and the fair value of contingent future consideration. At the date of acquisition, $2.5 million was deposited in an escrow account for fifteen months. The escrow fund is available to provide security to the Company to compensate it for losses it may incur as a result of any inaccuracy in the representations or warranties of IDV or the sellers contained in the IDV purchase agreement, any failure to comply with any covenant contained in the IDV purchase agreement or any liabilities or obligations related to the operation of IDV’s business prior to the closing of the acquisition.

In addition, in order to earn any future contingent consideration, IDV is required to meet certain billings thresholds at June 30, 2017 and December 31, 2017. At the date of the acquisition, the Company assessed the probabilities of IDV meeting the future sales and billing thresholds and determined them to be probable. Therefore, contingent consideration was recorded as part of the purchase price allocation and the fair value of the contingent consideration was determined to be $5.0 million. Based on sales and billings thresholds met as of June 30, 2017, the Company paid $3.8 million of the contingent consideration and all outstanding contingencies have been resolved as of December 31, 2018. IDV is a provider of threat assessment and operational visualization software located in Lansing, Michigan. The Company acquired IDV for its customer base and to complement some of the existing facets of its business with the Company’s existing customers.

 

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 following table also summarizes the aggregate consideration for IDV as of December 31, 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

 

The weighted average useful life of all identified acquired intangible assets is 4.26 years. The weighted average useful lives for acquired technologies, customer relationships, non-compete arrangements and trade names are 3.0 years 5.0 years, 2.0 years and 5.0 years, respectively. Identifiable intangible assets with definite lives are amortized over the period of estimated benefit using the straight-line method and the estimated useful lives of two to five years. The straight-line method of amortization represents the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets.                             

As a result of the acquisition, the Company recorded $21.2 million of goodwill. The goodwill balance is primarily attributed to the anticipated synergies from the acquisition and expanded market opportunities with respect to the integration of IDV’s products with the Company's other solutions. The Company believes that the factors listed above in relation to the purchase of IDV support the amount of goodwill recorded as a result of the purchase price paid for the acquisition, in relation to other acquired tangible and intangible assets. The resulting goodwill from the IDV acquisition is deductible for income tax purposes.

For the year ended December 31, 2017, the Company incurred transaction costs of $0.1 million in connection with the IDV acquisition, which were expensed as incurred and included in general and administrative expenses within the accompanying consolidated statements of operations.

Unaudited Pro Forma Financial Information

The following tables reflect the unaudited pro forma combined results of operations for the year ended December 31, 2017 as if the acquisition of IDV had taken place on January 1, 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 loss

 

Results of acquired business included in our twelve months

   ended (in thousands):

 

 

 

 

 

 

 

 

For the year ended December 31, 2017 pro forma

 

$

104,889

 

 

$

(19,779

)

 

 

 

Year Ended December 31,

 

 

 

 

2017

 

 

Basic and diluted earnings per share pro forma

 

$

(0.71

)

 

 

The unaudited pro forma information presented does not purport to be indicative of the results that would have been achieved had the acquisition been consummated at January 1, 2017 nor of the results which may occur in the future. The pro forma adjustments are based upon available information and certain assumptions that the Company believes are reasonable.