Acquisitions

6 Months Ended

Jun. 30, 2021

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Acquisitions

On June 3, 2021, the company acquired 100% of Unify Square, Inc. (Unify Square) for a purchase price consideration of $150.1 million on a cash-free, debt-free basis. The purchase price is subject to customary adjustments based on closing cash, indebtedness and working capital. The company is funding the cash consideration and acquisition-related costs with cash on hand.

Headquartered in Bellevue, Washington, and with offices in the United Kingdom, Germany, Switzerland, India, Australia and Lithuania, Unify Square is a market leader in the provision of management and security software and services for collaboration and communication platforms. The acquisition is expected to enhance the company’s digital workplace solutions and enable the company to deliver higher value solutions to its clients.

The preliminary fair values of the total net assets acquired was as follows:

Receivables	$	3.4
Prepaid expenses and other current assets	0.6
Properties and other long-term assets	0.4
Accounts payable and accruals	(3.7)
Deferred revenue	(2.7)
Intangible assets	34.5
Goodwill	117.6
Total	$	150.1

At June 30, 2021, the company has not finalized the purchase accounting related to Unify Square and the above amounts represent preliminary estimated values. The preliminary purchase price allocation is subject to change as the company completes its determination of the final working capital and the fair values of the acquired assets and liabilities assumed, the impact of which could be material.

Goodwill is the excess of the purchase price consideration over the fair value of the underlying intangible assets and net liabilities assumed. The goodwill represents intellectual capital and the acquired assembled workforce, none of which qualify for recognition as a separate intangible asset. Any goodwill determined by the allocation of the purchase price will be recorded in the company’s Digital Workplace Solutions segment and is not expected to be deductible for tax purpose.

The following table summarizes the preliminary fair value of the intangible assets acquired and the related weighted average amortization period:

	Weighted Average Amortization Period in Years
Customer relationships and backlog	7	$	18.0
Software and technology	6	15.0
Trade name	1	1.5
Total		$	34.5

The company incurred and expensed acquisition-related costs of $1.6 million, included within selling, general and administrative expense on the consolidated statements of income (loss) for the three and six months ended June 30, 2021.

The company’s consolidated financial statements include the results of Unify Square commencing as of the acquisition date.

Pro forma information and revenue and operating results of Unify Square have not been presented as the impact is not material to the company’s consolidated financial statements.