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Acquisition
3 Months Ended
Mar. 31, 2015
Acquisition  
Acquisition

Note M — Acquisition

 

On March 16, 2015, Harte Hanks, Inc. completed the acquisition of 3Q Digital, Inc.  The results of 3Q Digital’s operations have been included in the consolidated financial statements since that date and are reported in the Customer Interactions segment. At the time of the acquisition, (i) each outstanding share of 3Q Digital, Inc. capital stock that was vested was converted into the right to receive a portion of the merger consideration (including the right to receive a portion of the earnout consideration, if any), (ii) each outstanding share of 3Q capital stock that was not vested was cancelled, (iii) outstanding vested stock options were converted into the right to receive a portion of the merger consideration (including the right to receive a portion of the defined earnout consideration, if any) (net of the exercise price of such options) and (iv) unvested stock options were cancelled.  The initial purchase price was $30.2 million in cash.  In addition, the purchase price includes a contingent consideration arrangement that requires the Company to pay the former owners of 3Q Digital an additional cash payment depending on achievement of certain revenue growth goals. The potential undiscounted amount of all future payments that could be required to be paid in cash in 2017 under the contingent consideration arrangement is between $0 and $35.0 million.

 

The intangible assets include customer relationships, trade names and non-compete agreements.

 

The following table summarizes the consideration paid and the preliminary amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date.

 

(in thousands)

 

 

 

Cash consideration per purchase agreement

 

$

30,245 

 

Estimated fair value of contingent consideration

 

17,940 

 

Fair value of total consideration transferred

 

$

48,185 

 

 

(in thousands)

 

 

 

Recognized amounts of tangible assets and liabiities:

 

 

 

Current assets

 

$

4,135

 

Property and equipment

 

164

 

Other assets

 

389

 

Current liabilities

 

(822

)

Other liabilities

 

 

Total tangible assets and liabilities:

 

3,866

 

Identifiable intangible assets

 

4,773

 

Goodwill (including deferrred tax adjustment of $2,298)

 

41,844

 

Total

 

$

50,483

 

 

The fair value of the net tangible assets, identifiable intangible assets and goodwill is $48.2 million. The acquired intangible assets, which are being amortized, are as follows: customer relationships of $4.3 million (amortized over seven years), trade names and trademarks of $0.3 million (amortized over two years) and non-compete agreements of $0.2 million (amortized over three years).

 

The purchase price has been preliminarily allocated based on the estimated fair values of assets described above and are subject to achievement of revenue goals. Future purchase price adjustments are  possible in future quarters based upon further evaluation and analysis.