Business Combinations | 3 Months Ended |
Mar. 31, 2014 |
Business Combinations | ' |
Business Combinations | ' |
2. Business Combinations |
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Anomalous Networks, Inc. |
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On January 10, 2012, the Company entered into a Share Purchase Agreement (the “Anomalous Purchase Agreement”) with Anomalous Networks Inc., a corporation incorporated under the laws of Canada (“Anomalous”), and the shareholders of Anomalous, under which the Company agreed to purchase all of the outstanding equity of Anomalous (the “Anomalous Share Purchase”). This acquisition reflects the Company’s strategy to broaden its suite of offerings and to provide real-time telecommunication expense management capabilities. On the same day, the Anomalous Share Purchase was effected in accordance with the terms of the Anomalous Purchase Agreement with the Company acquiring all of the outstanding equity of Anomalous for aggregate consideration of (i) approximately $3,500,000 in cash paid at the closing, (ii) $979,000 in cash payable on the first anniversary of the closing, (iii) 165,775 unregistered shares of the Company’s common stock and (iv) 132,617 unvested and unregistered shares of the Company’s common stock with vesting based on achievement of revenue targets relating to sales of Anomalous products and services for periods through January 31, 2013. The Company paid the full $979,000 of deferred cash consideration in January 2013. In March 2013, the 132,617 unvested and unregistered shares of the Company’s common stock were cancelled and retired because the revenue targets related to sales of Anomalous products and services were not achieved. |
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Anomalous Purchase Price Allocation |
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The allocation of the total purchase price of Anomalous’ net tangible and identifiable intangible assets was based upon the estimated fair value of those assets as of January 10, 2012. In accordance with Accounting Standards Classification (“ASC”) 805, Business Combinations, the Company valued the 165,775 of unregistered shares of common stock by using the closing price of the Company’s common stock on the NASDAQ Global Market on the acquisition date and applying a 20% marketability discount to the fair value of the unregistered shares. The marketability discount was applied since the unregistered shares were subject to a lock-up period of one year. The Company allocated the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. The following table presents the breakdown between cash and deferred purchase price and the allocation of the total purchase price (in thousands): |
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Purchase consideration: | | | | | |
Cash | | $ | 3,521 | | | |
Common stock | | 1,984 | | | |
Deferred cash consideration | | 1,495 | | | |
| | $ | 7,000 | | | |
Allocation of Purchase Consideration: | | | | | |
Current assets | | $ | 1,140 | | | |
Property and equipment | | 47 | | | |
Other assets | | 10 | | | |
Identifiable intangible assets | | 2,857 | | | |
Goodwill | | 4,477 | | | |
Total assets acquired | | 8,531 | | | |
Accounts payable and accrued expenses | | (394 | ) | | |
Deferred taxes | | (767 | ) | | |
Deferred revenue | | (370 | ) | | |
| | $ | 7,000 | | | |
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The goodwill and identifiable intangible assets related to the Anomalous acquisition are not tax deductible. The Company estimated the fair value of intangible assets using the income, cost and market approaches to value the identifiable intangible assets, which are subject to amortization. The following table presents the Company’s estimates of fair value of the identifiable intangible assets acquired: |
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Description | | Fair Value | | Weighted Average | |
(in thousands) | Useful Life |
| (in years) |
Technology | | $ | 2,017 | | 5 | |
Non-compete covenants | | 553 | | 2 | |
Customer relationships | | 236 | | 4 | |
Tradenames | | 51 | | 3 | |
Total identifiable intangible assets | | $ | 2,857 | | | |
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ttMobiles Limited |
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On February 21, 2012 , the Company entered into a Share Purchase Agreement (the “ttMobiles Purchase Agreement”), with the holders of all of the issued share capital of ttMobiles Limited, a private limited company incorporated in England (“ttMobiles”), under which the Company agreed to purchase all of the issued share capital of ttMobiles (the “ttMobiles Share Purchase”). On the same day, the ttMobiles Share Purchase was effected in accordance with the terms of the ttMobiles Purchase Agreement, with the Company acquiring all of the outstanding equity of ttMobiles for aggregate consideration of (i) £4.0 million in cash paid at the closing, and (ii) £1.5 million in cash payable on the first anniversary of the closing (the “Deferred Consideration”). The Company paid the full £1.5 million of Deferred Consideration in February 2013. |
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ttMobiles Purchase Price Allocation |
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The allocation of the total purchase price of ttMobiles’ net tangible and identifiable intangible assets was based upon the estimated fair value of those assets as of February 21, 2012. The Company allocated the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. The following table presents the breakdown between cash and deferred purchase price and the allocation of the total purchase price (in thousands): |
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Purchase consideration: | | | | | |
Cash | | $ | 6,359 | | | |
Deferred cash consideration | | 2,315 | | | |
| | $ | 8,674 | | | |
Allocation of Purchase Consideration: | | | | | |
Current assets | | $ | 2,469 | | | |
Property and equipment | | 188 | | | |
Identifiable intangible assets | | 4,288 | | | |
Goodwill | | 3,557 | | | |
Total assets acquired | | 10,502 | | | |
Accounts payable and accrued expenses | | (848 | ) | | |
Deferred taxes | | (954 | ) | | |
Deferred revenue | | (26 | ) | | |
| | $ | 8,674 | | | |
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The goodwill and identifiable intangible assets related to the ttMobiles acquisition are not tax deductible. The Company estimated the fair value of intangible assets using the income, cost and market approaches to value the identifiable intangible assets, which are subject to amortization. The following table presents the Company’s estimates of fair value of the identifiable intangible assets acquired: |
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Description | | Fair Value | | Weighted Average | |
(in thousands) | Useful Life |
| (in years) |
Customer relationships | | $ | 2,606 | | 9 | |
Technology | | 1,178 | | 5 | |
Tradenames | | 388 | | 4 | |
Non-compete covenants | | 116 | | 2 | |
Total identifiable intangible assets | | $ | 4,288 | | | |
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Symphony Teleca Services, Inc. |
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On August 8, 2012, the Company entered into an Asset Purchase Agreement (the “Symphony Purchase Agreement”) with Symphony Teleca Services, Inc., a Delaware corporation (“Symphony”), under which the parties agreed to the purchase by the Company of Symphony’s telecommunications expense management business (the “TEM Business”) through an asset purchase (the “Symphony Acquisition”). As part of the Symphony Acquisition and also on August 8, 2012, a newly formed subsidiary of the Company, Tangoe India Softek Services Private Limited, an Indian private limited company (“Tangoe India”), entered into a Business Purchase Agreement (the “Indian Purchase Agreement”) with Symphony Services Corporation (India) Private Limited (“Symphony India”) with respect to the purchase of certain assets and hiring of employees of the acquired business located in India. On the same day, the Symphony Acquisition was effected in accordance with the terms of the Symphony Purchase Agreement. At the closing of the Symphony Acquisition, the Company acquired the TEM Business for net consideration of $40.2 million, subject to certain adjustments (the “Cash Purchase Price”), payable as described below, plus an earn-out payable in the amount of up to $4.0 million based on achievement of revenue targets for the acquired business for periods through June 30, 2013. No earn-out became payable because the revenue targets were not achieved. The Cash Purchase Price, after giving effect to certain adjustments, was payable as follows: (i) approximately $29.2 million in cash paid at the closing, (ii) approximately $4.4 million in cash payable on the six-month anniversary of the closing, which included $2.5 million related to the Indian Purchase Agreement, and (iii) approximately $6.4 million in cash payable on the one-year anniversary of the closing. As part of the Symphony Acquisition, the Company acquired a balance sheet for the TEM Business, which included net assets of approximately $5.4 million. The Company made the six-month anniversary payment of $4.4 million in February 2013. The full installment due on August 8, 2013 of approximately $6.4 million, and amounts that became payable under the earn-out, were subject to set-off rights of the Company with respect to indemnities given by Symphony under the Symphony Purchase Agreement. Among other things, these indemnity obligations related to representations and warranties given by Symphony under the Symphony Purchase Agreement and by Symphony India under the Indian Purchase Agreement. Certain of the indemnities were subject to limitations, including a threshold and deductible, certain caps and limited survival periods. The Company made a payment on the one-year anniversary of the closing in the amount of $4.9 million, consisting of the one-year anniversary payment of $6.4 million less $1.3 million withheld pending the resolution of certain indemnity matters, and less a net asset adjustment based on the final closing balance sheet of $0.2 million. In October 2013, the Company and Symphony resolved the indemnity matters and the Company paid the $1.3 million that it had previously deducted from the one-year anniversary payment. During a post-closing transition period that lasted through February 2013, Symphony and Symphony India provided to the Company certain transition services, pending completion of the opening of certain Tangoe India facilities, the procurement of certain Indian tax registrations and the subsequent transfer to Tangoe India of the Indian assets and employees being hired. These services included making available to the Company on a continuing basis the services previously provided by Symphony India to the TEM Business. |
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Symphony Purchase Price Allocation |
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The allocation of the total purchase price of Symphony’s net tangible and identifiable intangible assets was based upon estimated fair values of those assets as of August 8, 2012. The Company allocated the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. The following table presents the breakdown between cash and deferred purchase price and the allocation of the total purchase price (in thousands): |
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Purchase consideration: | | | | | |
Cash | | $ | 29,208 | | | |
Deferred cash consideration | | 10,793 | | | |
| | $ | 40,001 | | | |
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Allocation of Purchase Consideration: | | | | | |
Current assets | | $ | 5,628 | | | |
Property and equipment | | 602 | | | |
Identifiable intangible assets | | 13,790 | | | |
Goodwill | | 20,936 | | | |
Total assets acquired | | 40,956 | | | |
Accounts payable and accrued expenses | | (335 | ) | | |
Deferred revenue | | (620 | ) | | |
| | $ | 40,001 | | | |
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The goodwill and identifiable intangible assets related to the Symphony’s acquisition are tax deductible. The Company estimated the fair value of intangible assets using the income, cost and market approaches to value the identifiable intangible assets, which are subject to amortization. The following table presents the Company’s estimates of fair value of the identifiable intangible assets acquired: |
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Description | | Fair Value | | Weighted Average | |
(in thousands) | Useful Life |
| (in years) |
Customer relationships | | $ | 9,680 | | 9 | |
Technology | | 4,050 | | 5 | |
Tradename | | 60 | | 3 | |
Total identifiable intangible assets | | $ | 13,790 | | | |
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oneTEM GmbH |
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On April 18, 2013 (“oneTEM Closing Date”), the Company entered into a Share Purchase Agreement (the “oneTEM Purchase Agreement”), with the holders of all of the issued share capital of oneTEM GmbH, a private limited company incorporated in Germany (“oneTEM”), under which the Company agreed to purchase all of the issued share capital of oneTEM (the “oneTEM Share Purchase”). On the oneTEM Closing Date, the oneTEM Share Purchase was effected in accordance with the terms of the oneTEM Purchase Agreement, with the Company acquiring all of the outstanding equity of oneTEM for aggregate consideration of (i) €0.9 million in cash paid at the closing and (ii) deferred consideration of €0.4 million in cash payable on the first anniversary of the closing. In addition, the Company is obligated to pay additional contingent, earn-out cash consideration following the first four anniversaries of the oneTEM Closing Date, pursuant to an earn-out formula based upon the business, whose historic revenue had been one-time consulting revenue, beginning to generate annual recurring revenue from specified customers and then year-over-year increases in annual recurring revenue from those specified customers during the earn-out periods. The earn-out period begins with the first full month after the oneTEM Closing Date and continues for four consecutive 12-month periods. The Company valued this contingent earn-out cash consideration at €0.2 million. The purchase was subject to a net asset adjustment pursuant to which the purchase price would be increased or decreased to the extent the net asset position of oneTEM was more or less than a specified target. The deferred consideration was and the contingent earn-out consideration is subject to set-off rights of the Company with respect to certain indemnities given by the former holders of the issued share capital of oneTEM under the oneTEM Purchase Agreement. The Company paid the full €0.4 million of deferred consideration that was payable on the first anniversary of the oneTEM Closing Date in April 2014. This payment did not include any amounts related to the earn-out. |
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oneTEM Purchase Price Allocation |
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The allocation of the total purchase price of oneTEM’s net tangible and identifiable intangible assets was based upon estimated fair values of those assets as of April 18, 2013. The Company allocated the excess of purchase price over the identifiable intangible and net tangible assets to goodwill. The following table presents the breakdown between cash and deferred purchase price and the allocation of the total purchase price (in thousands): |
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Purchase consideration: | | | | | |
Cash | | $ | 1,221 | | | |
Deferred cash consideration | | 433 | | | |
Fair value of contingent consideration | | 183 | | | |
| | $ | 1,837 | | | |
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Allocation of Purchase Consideration: | | | | | |
Current assets | | $ | 565 | | | |
Property and equipment | | 10 | | | |
Identifiable intangible assets | | 870 | | | |
Goodwill | | 655 | | | |
Total assets acquired | | 2,100 | | | |
Accounts payable and accrued expenses | | (152 | ) | | |
Taxes payable | | (111 | ) | | |
| | $ | 1,837 | | | |
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The goodwill and identifiable intangible assets related to the oneTEM acquisition are not tax deductible. The Company estimated the fair value of intangible assets using the income, cost and market approaches to value the identifiable intangible assets, which are subject to amortization. The following table presents the Company’s estimates of fair value of the identifiable intangible assets acquired: |
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Description | | Fair Value | | Weighted Average | |
(in thousands) | Useful Life |
| (in years) |
Customer relationships | | $ | 535 | | 8 | |
Covenants not to compete | | 298 | | 2 | |
Tradename | | 37 | | 2.7 | |
Total identifiable intangible assets | | $ | 870 | | | |