Business Combinations | 9 Months Ended |
Sep. 30, 2013 |
Business Combinations [Abstract] | ' |
Business Combinations | ' |
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8. | Business Combinations | | | | | | | | | | | | | | | |
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On August 7, 2012, we acquired substantially all of the assets of Campus Labs, LLC, or Campus Labs. The Campus Labs business provides specialized, comprehensive assessment programs that combine data collection, reporting, organization, and campus-wide integration for higher education institutions. The net assets and results of operations of the acquired assets of Campus Labs, LLC are included in our consolidated financial statements from August 8, 2012. |
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On May 7, 2013, we entered into an Asset Purchase Agreement with Sallie Mae, Inc., or Sallie Mae, to purchase substantially all of the assets of Sallie Mae’s Campus Solutions business, or Campus Solutions, for consideration of approximately $47.3 million in cash, $5.2 million of which was deposited into escrow and will be released to Sallie Mae or us depending on the assignment of certain client contracts. We recorded a contingently returnable escrow receivable of $3.3 million at the time of the acquisition which was the fair value of the amount we expect to receive from the amounts deposited in escrow. The purchase consideration is also subject to certain post-closing adjustments, including working capital adjustments. |
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We completed the acquisition on May 7, 2013, and used borrowing available under our Credit Facility to pay the purchase price and related transaction costs. The Campus Solutions business provides refund disbursement and payment processing solutions, including tuition payment plans, to education institutions. The acquisition of the Campus Solutions business significantly increases the number of our higher education institution clients to whom we provide refund disbursement and payment processing services. The net assets and results of operations of the Campus Solutions business are included in our consolidated financial statements beginning May 8, 2013. Assets acquired and liabilities assumed were recorded at their fair values as of May 7, 2013. |
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Under the acquisition method of accounting, the total fair value of consideration transferred was allocated to Campus Solution’s net tangible and intangible assets based on their estimated fair values as of May 7, 2013. The preliminary allocation of fair value of consideration transferred was allocated as follows (in thousands): |
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Assets acquired: | | 7-May-13 | | | | | | | | | | | | | |
Accounts receivable | | $ | 770 | | | | | | | | | | | | | |
Contingently returnable escrow receivable | | | 3,300 | | | | | | | | | | | | | |
Fixed assets | | | 92 | | | | | | | | | | | | | |
Intangible assets | | | 23,540 | | | | | | | | | | | | | |
Goodwill | | | 19,548 | | | | | | | | | | | | | |
Total assets acquired and fair value of consideration transferred | | $ | 47,250 | | | | | | | | | | | | | |
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The preliminary purchase price allocations for the Campus Solutions acquisition were based upon a preliminary valuation and our estimates and assumptions for these acquisitions are subject to change as we obtain additional information for our estimates during the respective measurement periods. The primary areas of those purchase price allocations that are not yet finalized relate to the contingently returnable escrow receivable, working capital accounts, identifiable intangible assets and residual goodwill. |
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The following methods and inputs were utilized to determine fair value for the respective items: |
Item | Valuation technique | Inputs | | | | | | | | | | | | | | |
Contingently returnable escrow receivable | Probability-weighted future possible outcomes | Estimate of the contracts that will be assigned to us and the amount to be paid from escrow to us for each such contract | | | | | | | | | | | | | | |
Completed technology | Income approach – relief from royalty | Estimated future revenue attributable to technology completed as of the acquisition date, royalty rate and discount rate | | | | | | | | | | | | | | |
Customer relationships | Income approach – excess earnings | Estimated future revenues attributable to existing higher education institution clients as of the acquisition date, estimated income associated with such revenue, royalty rate and discount rate | | | | | | | | | | | | | | |
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The acquired intangible assets will be amortized each year based on a straight-line method over the estimated useful life of the asset. |
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| | Weighted-average amortization period (in years) | | | Amount | | | | | | | | | |
Customer relationships | | | 11 | | | $ | 21,240 | | | | | | | | | |
Completed technology | | | 3 | | | | 2,300 | | | | | | | | | |
| | | 10 | | | $ | 23,540 | | | | | | | | | |
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Goodwill represents the excess of the fair value of consideration transferred for an acquired business over the fair value of the net tangible and intangible assets acquired. Goodwill exists in the transaction as a result of value beyond that of the tangible and other intangible assets, attributable to synergies that exist in the combined business, including a planned migration to a single technology platform. Goodwill of $19.5 million is deductible for tax purposes. |
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The Campus Solutions business does not constitute a separate operating segment. Our strategy is to integrate the Campus Solutions business into our existing business. We have also concluded that our operating segment is a single reporting unit. Our single operating segment does not have any components that constitute a separate business for which discrete information will be available. We plan to operate the combined enterprise as one integrated business. Accordingly, the goodwill arising from the acquisition was assigned to our single operating segment and single reporting unit. |
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The change in carrying value of goodwill for the nine months ended Septemer 30, 2013 was as follows (in thousands): |
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Balance at December 31, 2012 | | $ | 47,000 | | | | | | | | | | | | | |
Acquisition of Campus Solutions | | | 19,548 | | | | | | | | | | | | | |
Balance at September 30, 2013 | | $ | 66,548 | | | | | | | | | | | | | |
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We reported total aggregate revenues of approximately $7.8 million and $14.4 million from the acquisitions of the Campus Labs and Campus Solutions businesses during the three and nine months ended September 30, 2013, respectively. |
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The pro forma financial information for the three and nine months ended September 30, 2013 and 2012 is provided for illustrative purposes only and assumes that the acquisitions of the Campus Labs and Campus Solutions businesses occurred on January 1, 2012. The historical results of the Campus Labs and Campus Solutions businesses are included through August 7, 2012 and May 7, 2013, respectively. This pro forma financial information (in thousands, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future. The pro forma financial information for all periods presented also includes amortization expense from acquired intangible assets, adjustments to interest expense, interest income and related tax effects. |
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| | Three Months Ended | | | Nine Months Ended | |
| | September 30, | | | September 30, | |
in thousands (other than per share information) | | 2013 | | | 2012 | | | 2013 | | | 2012 | |
Revenues | | $ | 57,112 | | | $ | 57,827 | | | $ | 163,355 | | | $ | 169,216 | |
Net income (loss) | | $ | (5,494 | ) | | $ | 4,998 | | | $ | 4,804 | | | $ | 15,853 | |
Basic earnings (loss) per share | | $ | (0.12 | ) | | $ | 0.09 | | | $ | 0.1 | | | $ | 0.29 | |
Basic weighted average number of common shares outstanding | | | 46,907 | | | | 54,512 | | | | 46,630 | | | | 54,837 | |
Diluted earnings (loss) per share | | $ | (0.12 | ) | | $ | 0.09 | | | $ | 0.1 | | | $ | 0.27 | |
Diluted weighted average number of common and common equivalent shares outstanding | | | 46,907 | | | | 57,246 | | | | 48,360 | | | | 57,904 | |
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