Acquisitions | 4. Acquisitions Acquisition-Related Costs In the three months ended March 31, 2016 and 2017, acquisition-related costs were $3.2 million and $31.9 million, respectively. Acquisition-related costs are associated with the acquisitions of businesses and intellectual property and include transaction, transition and integration-related charges (including legal, accounting and other professional fees, severance, and retention bonuses) and subsequent adjustments to our initial estimated amount of contingent consideration associated with acquisitions. Acquisition-related costs for the first quarter of 2016 were primarily comprised of retention bonuses related to the Company’s 2014 and 2015 acquisitions. Acquisition-related costs for the first quarter of 2017 were primarily related to the Merger and included $17.1 million in transaction, transition and integration-related expenses, $7.9 million in integration-related severance costs and $6.9 million of retention-based bonuses as well as $1.6 million related to the Company’s 2015 and 2016 acquisitions. 2017 Acquisitions GetGo Merger On January 31, 2017, the Company completed its Merger with GetGo, a wholly-owned subsidiary of Citrix, pursuant to which the Company acquired Citrix’s GoTo Business. In connection with the Merger, the Company issued 26.9 million shares of its common stock to Citrix stockholders and an additional 0.4 million of the Company’s restricted stock units in substitution for certain outstanding Citrix restricted stock units held by GetGo employees. Based on the Company’s closing stock price of $108.10 on January 31, 2017 as reported by the NASDAQ Global Select Market, the total value of the shares of LogMeIn common stock issued to Citrix stockholders in connection with the Merger was $2.9 billion. The Merger is being accounted for under the acquisition method of accounting with the operations of the GoTo Business included in the Company’s operating results since the date of acquisition. Since the Merger, the operating costs of the GoTo Business are being integrated with the operating costs of the Company. During the three months ended March 31, 2017, the Company recorded revenue of $100.5 million, amortization of acquired intangibles of $31.0 million, and acquisition-related transaction, transition and integration costs of $30.3 million directly attributable to the acquisition within its condensed consolidated financial statements. The acquisition method of accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The preliminary determination of the fair value of assets acquired and liabilities assumed has been recognized based on management’s estimates and assumptions using the information about facts and circumstances that existed at the acquisition date. While the Company uses its best estimates and assumptions as part of the purchase price allocation process to value the assets acquired and liabilities assumed on the acquisition date, its estimates and assumptions are subject to refinement. Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The finalization of the purchase accounting assessment will result in a change in the valuation of assets acquired and liabilities assumed and may have a material impact on the Company’s results of operations and financial position. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with a corresponding offset to goodwill to reflect additional information received about facts and circumstances which existed at the date of acquisition. The Company records adjustments to the assets acquired and liabilities assumed subsequent to the purchase price allocation period in the Company’s operating results in the period in which the adjustments were determined. The size and breadth of the Merger will necessitate the use of this measurement period to adequately analyze and assess a number of the factors used in establishing the fair value of certain tangible and intangible assets acquired and liabilities assumed as of the acquisition date and the related tax impacts of any changes made. Any potential adjustments made could be material in relation to the preliminary values presented below. The following table summarizes the fair value (in thousands) of the assets acquired and liabilities assumed at the date of acquisition: Purchase consideration: Company common shares issued $ 2,904,487 (1) Restricted stock units issued 16,692 (2) Total estimated purchase consideration $ 2,921,179 Estimated fair value of assets acquired and liabilities assumed: Cash 24,215 Accounts receivable 50,098 Property and equipment 59,715 Prepaid expense and other current assets 21,713 Other assets 4,448 Intangible assets (weighted average useful life): (3) Completed technology (9 years) 385,000 Customer relationships (8 years) 756,000 Tradenames and trademark (9 years) 65,100 Accounts payable (11,030 ) Accrued liabilities (26,886 ) Deferred revenue, current and noncurrent (82,643 ) Other long-term liabilities (996 ) Deferred tax liability, net (426,081 ) Goodwill $ 2,102,526 (1) Represents the fair value of the 26.9 million new shares of the Company’s common stock (plus cash in lieu of fractional shares) issued to Citrix stockholders, based on the fair value per share of the Company’s common stock of $108.10 per share, which was the closing price of the Company’s common stock on the NASDAQ Global Select Market on January 31, 2017. (2) Represents the fair value of the 0.4 million Company restricted stock units issued by the Company in substitution for certain outstanding Citrix restricted stock units held by GetGo employees, pursuant to the terms of the Merger. These Company restricted stock units were issued on the same terms and conditions as were applicable to the outstanding Citrix restricted stock units held by the GetGo employees immediately prior to the Merger date (including the same vesting and forfeiture provisions). The aggregate fair value of those awards ($48.2 million) is based on the fair value per share of the Company’s common stock of $108.10 per share, which was the closing price of the Company’s common stock on the NASDAQ Global Select Market on the January 31, 2017. Of that amount, $18.0 million was related to pre-combination (3) The weighted average useful life of identifiable intangible assets acquired in the transaction is 8.4 years. The completion of the Merger and the acquisition of the GoTo Business is expected to expand the Company’s reach in its key markets, including the web conferencing market, and provide the platform, customer base, and team to develop and compete in the next generation of intelligent, real-time collaboration and communication offerings. The acquisition of the GoTo Business also further strengthens the Company’s resources to better support a larger, more diverse and more global customer base, and increase scale and elevate the Company’s strategic position within key accounts. Goodwill of $2.1 billion was recognized for the excess purchase consideration over the estimated fair value of the assets acquired. Goodwill and intangible assets recorded as part of the acquisition are not deductible for tax purposes. The Company recorded a deferred tax liability, net of deferred tax assets, of $426.1 million primarily related to the amortization of intangible assets which cannot be deducted for tax purposes, partially offset by deferred tax assets primarily related to the pre-combination The Company and Citrix entered into a transition services agreement, pursuant to which each party will provide to the other party certain services on a transitional basis following the completion of the Merger to facilitate the transition of the GoTo Business to the Company. Among other services, the transition services generally relate to information technology and security operations, facilities, human resources support and accounting and finance support. As of March 31, 2017, the Company has incurred $2.6 million of costs related to the transition services agreement. The unaudited financial information in the table below summarizes the combined results of operations of the Company and the GoTo Business, on a pro forma basis, as though the acquisition had been consummated as of the beginning of 2016, including amortization charges from acquired intangible assets, the effect of acquisition accounting on the fair value of acquired deferred revenue, the inclusion of expense related to retention-based bonuses assuming full achievement of the retention requirements, the reclassification of all acquisition-related costs incurred by the Company and the GoTo Business as of the beginning of 2016, and the related tax effects. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2016. Unaudited Pro Forma Financial Information Three Months Ended March 31, (unaudited) 2016 2017 (in millions, except per share amounts) Pro forma revenue $ 229.3 $ 258.4 Pro forma net loss $ (78.5 ) $ 11.2 Pro forma loss per share: Basic $ (1.51 ) $ 0.21 Diluted $ (1.51 ) $ 0.21 Pro forma weighted average shares outstanding: Basic 52,020 52,526 Diluted 52,020 53,720 2016 Acquisitions AuthAir On October 31, 2016, the Company acquired all of the outstanding equity interests in AuthAir, Inc., a Woodbridge, Connecticut-based provider of proximity-based security and wireless authentication solutions, for $6.0 million. The allocation of the purchase price related to income taxes is preliminary, including the Company finalizing the valuation of the acquired net operating loss carryforwards. The Company expects to complete the purchase accounting in the second quarter of 2017. |