Business Combinations | 3 Months Ended |
Mar. 31, 2014 |
Business Combinations [Abstract] | ' |
Business Combinations | ' |
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7. | Business Combinations | | | | | | | |
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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. As of March 31, 2014, $4.1 million of the escrow remained undistributed. |
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During the three months ended March 31, 2014, we recorded a measurement period adjustment which resulted in a change in the fair values attributed to the contingently returnable escrow receivable, intangible assets and goodwill. We have revised the comparative balance sheet as of December 31, 2013 to include the effect of the measurement period adjustment as if the accounting had been completed on the acquisition date. The fair value of the contingently returnable escrow receivable was reduced by $3.2 million and the fair value of intangible assets and goodwill were increased by $2.3 million and $0.9 million, respectively. The fair value of the contingently returnable escrow receivable decreased as a result of additional client contracts which were assigned to us, compared to our earlier assessments. The remaining disclosures related to the acquisition of Campus Solutions have been updated to reflect this measurement period adjustment. There were no changes to goodwill during the three months ended March 31, 2014, other than the change related to the measurement period adjustment described above. |
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Under the acquisition method of accounting, the total fair value of consideration transferred was allocated to Campus Solutions’ 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 | | | 136 | | | | | |
Fixed assets | | | 92 | | | | | |
Intangible assets | | | 25,850 | | | | | |
Goodwill | | | 20,402 | | | | | |
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 this acquisition is subject to change as we obtain additional information for our estimates during the measurement period. The primary areas of those purchase price allocations that are not yet finalized relate to the contingently returnable escrow receivable 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 (in thousands). |
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| | Weighted-average amortization period (in years) | | | Amount | |
Customer relationships | | | 11 | | | $ | 23,130 | |
Completed technology | | | 3 | | | | 2,720 | |
| | | 10 | | | $ | 25,850 | |
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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 $16.8 million is deductible for tax purposes. The amount of goodwill which is deductible for tax purposes will change upon the distribution of amounts out of escrow. |
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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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We reported revenues totaling approximately $6.1 million from the Campus Solutions acquisition during the three months ended March 31, 2014. |
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The pro forma financial information for the three months ended March 31, 2013 is provided for illustrative purposes only and assumes that the acquisition of the Campus Solutions business occurred on January 1, 2013. 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 the period 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 | | | | | |
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in thousands (other than per share information) | | 2013 | | | | | |
Revenues | | $ | 64,562 | | | | | |
Net income | | $ | 7,960 | | | | | |
Basic earnings per share | | $ | 0.17 | | | | | |
Basic weighted average number of common shares outstanding | | | 46,268 | | | | | |
Diluted earnings per share | | $ | 0.16 | | | | | |
Diluted weighted average number of common and common equivalent shares outstanding | | | 48,304 | | | | | |
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