Business Combinations (Tables)

3 Months Ended

Mar. 31, 2020

Connexient

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

The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration during the three months ended March 31, 2020 for the acquisition of Connexient made by the Company (in thousands):

	Connexient
Assets acquired
Accounts receivable	$	849
Prepaid expenses and other current assets		518
Property and equipment		9
Acquired technology		1,220
Trade names		630
Customer relationships		7,800
Goodwill		14,634
Other assets		238
Total assets acquired		25,898
Liabilities assumed
Accounts payable		727
Accrued expenses		208
Deferred revenue		2,420
Deferred tax liabilities		1,986
Other liabilities		211
Net assets acquired	$	20,346
Consideration paid
Cash consideration, net of cash acquired	$	10,991
Fair value of common stock issued		9,015
Contingent consideration		340
Total	$	20,346

CNL Software Limited

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

The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration during the three months ended March 31, 2020 for the acquisition of CNL Software made by the Company (in thousands):

	CNL Software
Assets acquired
Accounts receivable	$	1,926
Prepaid expenses and other current assets		640
Property and equipment		731
Acquired technology		2,150
Trade names		1,080
Customer relationships		5,500
Goodwill		28,811
Other assets		1,313
Total assets acquired		42,151
Liabilities assumed
Accounts payable		419
Accrued expenses		1,875
Deferred revenue		3,110
Deferred tax liabilities		1,614
Other liabilities		1,276
Net assets acquired	$	33,857
Consideration paid
Cash paid, net of cash acquired	$	17,907
Fair value of common stock issued		15,950
Total	$	33,857

One2Many Group B.V.

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

The following table summarizes the preliminary estimated fair value of the assets acquired and the liabilities assumed, which were recorded as of the acquisition date, as well as the aggregate consideration during the three months ended March 31, 2020 for the acquisition of one2many made by the Company (in thousands):

	one2many
Assets acquired
Accounts receivable	$	521
Other current assets		1,575
Property and equipment		19
Acquired technology		970
Trade names		580
Customer relationships		3,100
Goodwill		10,724
Other assets		176
Total assets acquired		17,665
Liabilities assumed
Accounts payable		72
Accrued expenses		668
Deferred revenue		1,460
Deferred tax liabilities		1,163
Other current liabilities		136
Net assets acquired	$	14,166
Consideration paid
Cash consideration, net of cash acquired	$	6,507
Fair value of common stock issued		5,469
Contingent consideration		2,190
Total	$	14,166

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, which were recorded as of the acquisition date, 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 unaudited pro forma combined results of operations for the three months ended March 31, 2019 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 amount):

	Revenue		Net loss			Basic and Diluted Loss Per Share
For the three months ended March 31, 2019 pro forma	$	47,373	$	(16,020	)	$	(0.49	)