Business Combinations | 7. Business Combinations 2016 Acquisition Acquisition of Bluetube On October 12, 2016, the Company acquired substantially all of the assets of Bluetube pursuant to the terms of an Asset Purchase Agreement. Bluetube was a digital marketing agency specializing in the development, implementation, integration and support of custom website and enterprise mobile solutions. The acquisition of Bluetube enhanced and expanded the Company's digital strategy, creative services, mobile and marketing expertise. The Company's total allocable purchase price consideration was $9.1 million. The purchase price was comprised of $7.2 million in cash paid increased by $1.9 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration. Bluetube realized the maximum cash payout pursuant to the Asset Purchase Agreement and, as a result, the Company recorded a pre-tax adjustment of $0.8 million in "Adjustment to fair value of contingent consideration" on the Unaudited Condensed Consolidated Statements of Operations during the nine months ended September 30, 2017 and paid $2.7 million in contingent consideration in August 2017. The Company incurred approximately $0.5 million in transaction costs, which were expensed when incurred. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 0.9 Acquired intangible assets 3.1 Liabilities assumed (0.6 ) Goodwill 5.7 Total purchase price $ 9.1 The amount of goodwill expected to be deductible for tax purposes is $6.7 million. The following table presents details of the intangible assets acquired during the year ended December 31, 2016 (dollars in millions): Weighted Average Useful Life Estimated Useful Life Aggregate Acquisitions Customer relationships 5 years 5 years $ 2.5 Customer backlog 6 months 6 months 0.4 Non-compete agreements 5 years 5 years 0.2 Trade name 1 year 1 year - Total acquired intangible assets $ 3.1 2017 Acquisition Acquisition of RAS On January 3, 2017, the Company acquired substantially all of the assets of RAS through a wholly-owned subsidiary of the Company, pursuant to the terms of an Asset Purchase Agreement. The acquisition of RAS expands the Company's expertise in management consulting offerings with additional strategy, operations and business process optimization. The Company's total allocable purchase price consideration was $10.4 million. The purchase price was comprised of $7.1 million in cash paid and $2.1 million in Company common stock issued at closing reduced by $0.6 million as a result of a net working capital adjustment settled in Company common stock surrendered by RAS in September 2017. The purchase price also included $1.8 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller twelve months after the closing date of the acquisition with a maximum cash payout of $3.8 million. As of September 30, 2017, the Company's best estimate of the fair value of the contingent consideration is zero. As a result, the Company recorded a pre-tax adjustment in "Adjustment to fair value of contingent consideration" on the Unaudited Condensed Consolidated Statements of Operations of $0.5 and $1.8 million during the three and nine months ended September 30, 2017. The Company incurred approximately $0.5 million in transaction costs, which were expensed when incurred. The Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 0.9 Acquired intangible assets 5.1 Liabilities assumed (1.0 ) Goodwill 5.4 Total purchase price $ 10.4 The amount of goodwill expected to be deductible for tax purposes, excluding contingent consideration, is $3.7 million. Acquisition of Clarity On June 22, 2017, the Company acquired substantially all of the assets of Clarity, pursuant to the terms of an Asset Purchase Agreement. The acquisition of Clarity builds the Company's Microsoft offerings and qualifications and increases the Company's presence in the North Central region and, specifically, the Chicago market. The Company has initially estimated the total allocable purchase price consideration to be $41.6 million. The purchase price was comprised of $30.7 million in cash paid and $7.3 million in Company common stock issued at closing reduced by $0.5 million for an estimated net working settlement due from the seller. The purchase price also included $4.1 million representing the initial fair value estimate of additional revenue and earnings-based contingent consideration, which may be realized by the seller twelve months after the closing date of the acquisition with a maximum cash payout of $9.2 million. The Company incurred approximately $0.9 million in transaction costs, which were expensed when incurred. As part of the consideration transferred for the acquisition of Clarity, the Company issued common stock to owners of Clarity who are continuing with the Company with restrictions that limit the ability to sell the common stock and that lapse over a certain period, or over an accelerated period upon meeting specified employment milestones. As such, an estimated $0.9 million of the common stock value was attributed to future compensation and recorded as an asset within "Other current assets" and "Other non-current assets" in the Condensed Consolidated Balance Sheet as of September 30, 2017 (unaudited), to be amortized over the requisite service period. The Company has estimated the allocation of the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in millions): Acquired tangible assets $ 6.3 Acquired intangible assets 15.4 Liabilities assumed (3.9 ) Goodwill 23.8 Total purchase price $ 41.6 The amount of goodwill expected to be deductible for tax purposes, excluding contingent consideration, is $21.3 million. The above purchase accounting estimates are pending finalization of the intangible assets and contingent consideration valuation and a net working capital settlement that is subject to final adjustment as the Company obtains additional information during the measurement period. The following table presents details of the intangible assets acquired during the nine months ended September 30, 2017 (dollars in millions): Weighted Average Useful Life Estimated Useful Life Aggregate Acquisitions Customer relationships 6 years 6 years $ 17.3 Customer backlog 1 year 3 months - 1 year 1.8 Non-compete agreements 5 years 2 - 5 years 0.7 Trade name 1 year 1 year 0.1 Internally developed software 4 years 4 years 0.6 Total acquired intangible assets $ 20.5 The results of the 2016 and 2017 acquisitions' operations have been included in the Company's interim unaudited condensed consolidated financial statements since the respective acquisition date. The aggregate amounts of revenue and net income of the RAS and Clarity acquisitions in the Unaudited Condensed Consolidated Statements of Operations from the acquisition date to September 30, 2017 are as follows (in thousands): Acquisition Date to September 30, 2017 Revenues $ 15,799 Net income $ 1,276 Pro-forma Results of Operations The following presents the unaudited pro-forma combined results of operations of the Company with the 2017 acquisitions for the nine months ended September 30, 2017 and the 2016 and 2017 acquisitions for the nine months ended September 30, 2016, after giving effect to certain pro-forma adjustments and assuming the 2017 acquisitions were acquired as of the beginning of 2016 and assuming the 2016 acquisition was acquired as of the beginning of 2015. These unaudited pro-forma results are presented in compliance with the adoption of ASU No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations are not necessarily indicative of the actual consolidated results of operations had the acquisitions actually occurred on January 1, 2016 or January 1, 2015 or of future results of operations of the consolidated entities (in thousands except per share data): Nine Months Ended September 30, 2017 2016 Revenues $ 366,958 $ 396,907 Net income $ 14,716 $ 17,365 Basic net income per share $ 0.44 $ 0.51 Diluted net income per share $ 0.43 $ 0.49 Shares used in computing basic net income per share 33,466 34,288 Shares used in computing diluted net income per share 34,395 35,696 |