Business Combinations (Tables)

12 Months Ended

Dec. 31, 2019

MissionMode Solutions, Inc.

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

The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as well as the aggregate consideration during the year ended December 31, 2019 for the acquisition of MissionMode made by the Company (in thousands):

	MissionMode
Assets acquired
Accounts receivable	$	295
Other assets		7
Property and equipment		6
Trade names		220
Acquired technology		310
Customer relationships		4,600
Goodwill		2,918
Total assets acquired		8,356
Liabilities assumed
Accounts payable and accrued expenses		152
Deferred revenue		880
Other liabilities		10
Net assets acquired	$	7,314
Consideration paid
Cash paid, net of cash acquired	$	6,764
Contingent consideration		550
Total	$	7,314

NC4 Inc. and NC4 Public Sector LLC

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

The following table summarizes the estimated fair value of the assets acquired and the liabilities assumed as well as the aggregate consideration during the year ended December 31, 2019 for the acquisition of NC4 made by the Company (in thousands):

	NC4
Assets acquired
Accounts receivable	$	2,611
Other current assets		530
Property and equipment		75
Acquired technology		5,210
Trade names		8,610
Customer relationships		35,490
Goodwill		40,384
Total assets acquired		92,910
Liabilities assumed
Deferred revenue		7,540
Other current liabilities		917
Net assets acquired	$	84,453
Consideration paid
Cash paid	$	51,655
Fair value of common stock issued		32,798
Total	$	84,453

Summary of Unaudited Pro Forma Results of Operations

The following tables reflect the results of acquired business included in the Company’s unaudited financial information for the year ended December 31, 2019 as well as the unaudited pro forma combined results of operations for the years ended December 31, 2019 and 2018 as if the acquisition of NC4 had taken place on January 1, 2018. 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 (in thousands, except per share amounts):

	Revenue		Net loss
From the acquisition date to December 31, 2019	$	6,404	$	(3,079	)
For the year ended December 31, 2019 pro forma		211,830		(55,659	)
For the year ended December 31, 2018 pro forma		163,435		(55,753	)

	Year Ended December 31,
	2019			2018
Basic and diluted loss per share pro forma	$	(1.67	)	$	(1.89	)

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 (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 (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 (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