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Business Combinations (Tables)
12 Months Ended
Dec. 31, 2018
UMS  
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 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

 

 

PlanetRisk, Inc.  
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 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

 

 

Respond B.V.  
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 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

 

 

IDV Solutions LLC  
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 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

 

Summary of Unaudited Pro Forma Combined Results of Operations

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

)