Acquisitions | Acquisitions 2021 Acquisitions During the six months ended June 30, 2021, the Company completed two business acquisitions in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. Both of the acquisitions qualified as business combinations under ASC Topic 805, Business Combinations (“ASC 805”). Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill. Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A Monte Carlo simulation was used as the valuation method to determine the fair value of earnout liabilities. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. The Company’s condensed consolidated results of operations include $2.7 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated during the six months ended June 30, 2021. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to all 2021 acquisitions is considered preliminary. The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition during the six months ended June 30, 2021: Briostack PulseM Total (in thousands) Cash $ 34,441 $ 34,593 $ 69,034 Rollover equity 726 — 726 Total consideration $ 35,167 $ 34,593 $ 69,760 Net assets acquired: Cash and cash equivalents $ 17 $ — $ 17 Accounts receivable, trade 156 — 156 Other receivables 221 151 372 Prepaid expenses and other current assets 53 32 85 Property and equipment 22 4 26 Other non-current assets 144 3 147 Intangible—developed technology 1,360 2,380 3,740 Intangible—customer relationships 4,800 12,510 17,310 Intangible—trade name 390 260 650 Intangible—non-compete agreements 23 10 33 Goodwill 28,263 23,029 51,292 Accounts payable (20) (113) (133) Other current liabilities (28) — (28) Accrued expenses and other (206) (99) (305) Deferred tax liability — (3,538) (3,538) Deferred revenue (28) (36) (64) Total net assets acquired $ 35,167 $ 34,593 $ 69,760 Briostack On January 19, 2021, the Company acquired 100% of the interest of Briostack LLC dba Briostack (“Briostack”), a provider of operational management software to pest control businesses, for $35.2 million. Under the terms of the purchase agreement, certain members of Briostack received 45,454 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.7 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. PulseM On March 17, 2021, the Company acquired 100% of the interest of Speetra, Inc. dba PulseM (“PulseM”), a provider of enterprise-level reputation management software for small businesses, for $34.6 million. 2020 Acquisitions During 2020 and in the six months ended June 30, 2020, the Company completed nine and four business acquisitions, respectively, in conjunction with the execution of its long-term plans and objectives in building a service commerce platform supporting the success of SMBs. All of the acquisitions qualified as business combinations under ASC 805. Accordingly, the Company recorded all assets acquired and liabilities assumed at their acquisition date fair values, with any excess consideration recognized as goodwill. Goodwill primarily represents the value associated with the assembled workforce, and expected synergies subsumed into goodwill. Assets acquired and liabilities assumed in connection with each acquisition have been recorded at their fair values. Fair values were determined by management using the assistance of third-party valuation specialists. The valuation methods used to determine the fair value of intangible assets included the income approach—relief from royalty method for developed technology and trade name, the income approach—excess earnings method for customer relationships and the comparative business valuation method for non-compete agreements. A Monte Carlo simulation was used as the valuation method to determine the fair value of earnout liabilities. A number of assumptions and estimates were involved in the application of these valuation methods, including revenue forecasts, expected competition, costs of revenues, obsolescence, tax rates, capital spending, discount rates and working capital changes. Cash flow forecasts were generally based on pre-acquisition forecasts coupled with estimated revenues and cost synergies available to a market participant. The Company’s condensed consolidated results of operations include $15.5 million of acquisition related transaction costs in general and administrative expense for acquisitions consummated in 2020, with $4.9 million incurred in the six months ended June 30, 2020. Each acquisition allows for an adjustment to the purchase price to be made subsequent to the transaction closing date based on the actual amount of working capital and cash delivered to the Company. The consideration paid and purchase price allocations disclosed reflect the effects of these adjustments. The allocation of purchase consideration related to certain 2020 acquisitions is considered preliminary with provisional amounts related to tax-related and other items. The following table summarizes the estimated fair values of consideration transferred, assets acquired and liabilities assumed for each acquisition in 2020: Remodeling Qiigo AlertMD Invoice Simple (in thousands) Cash $ 25,909 $ 21,564 $ 21,853 $ 32,507 Rollover equity — 618 — — Fair value of earnout 2,455 — — — Total consideration $ 28,364 $ 22,182 $ 21,853 $ 32,507 Net assets acquired: Cash and cash equivalents $ 520 $ 3 $ — $ 598 Accounts receivable, trade 3,401 320 510 688 Other receivables 6 — — 271 Contract assets 85 249 — — Prepaid expenses and other current assets 95 74 11 57 Property and equipment 65 114 58 184 Other non-current assets — 757 — — Intangible—developed technology 1,480 2,120 2,030 1,530 Intangible—customer relationships 11,380 11,110 13,490 17,970 Intangible—trade name 570 710 260 190 Intangible—non-compete agreements 110 40 40 60 Goodwill 12,843 7,405 5,531 18,474 Deferred tax asset — 177 — — Accounts payable (1,564) (148) — (498) Other Current Liabilities — — — — Accrued expenses and other (291) (565) (24) (412) Customer deposits (85) — — (1,229) Deferred tax liability (251) — — (5,360) Deferred revenue — (184) (53) (16) Total net assets acquired $ 28,364 $ 22,182 $ 21,853 $ 32,507 Brighter Vision Socius Service Fusion My PT Hub (in thousands) Cash $ 17,350 $ 15,670 $ 122,333 $ 10,681 Rollover equity 127 — — — Fair value of earnout — — — 1,016 Total consideration $ 17,477 $ 15,670 $ 122,333 $ 11,697 Net assets acquired: Cash and cash equivalents $ 112 $ 46 $ 660 $ 315 Accounts receivable, trade 2 908 38 7 Other receivables 35 79 686 73 Contract assets — — — — Prepaid expenses and other current assets 48 23 192 45 Property and equipment 26 36 139 209 Other non-current assets 9 — 180 19 Intercompany (receivable) — — — 27 Intangible—developed technology 760 1,350 2,820 586 Intangible—customer relationships 6,150 9,900 25,680 1,918 Intangible—trade name 330 520 1,330 140 Intangible—non-compete agreements 20 40 70 13 Goodwill 12,090 3,326 93,717 9,110 Accounts payable (61) (79) (215) (209) Other Current Liabilities — — (57) — Accrued expenses and other (210) (450) (872) (162) Deferred tax liability (1,734) — (1,713) (286) Deferred revenue (100) (29) (322) (81) Intercompany (payable) — — — (27) Total net assets acquired $ 17,477 $ 15,670 $ 122,333 $ 11,697 Updox Other Total (in thousands) Cash $ 142,527 $ 85 $ 410,479 Rollover equity 573 — 1,318 Fair value of earnout — — 3,471 Total consideration $ 143,100 $ 85 $ 415,268 Net assets acquired: Cash and cash equivalents $ 4,994 $ — $ 7,248 Accounts receivable, trade 981 — 6,855 Other receivables 628 — 1,778 Contract assets — — 334 Prepaid expenses and other current assets 640 — 1,185 Property and equipment 1,610 — 2,441 Other non-current assets 377 — 1,342 Intercompany (receivable) — — 27 Intangible—developed technology 7,870 11 20,557 Intangible—customer relationships 48,150 72 145,820 Intangible—trade name 2,620 2 6,672 Intangible—non-compete agreements 110 — 503 Goodwill 78,259 — 240,755 Deferred tax asset 58 — 235 Accounts payable (1,152) — (3,926) Other Current Liabilities (41) — (98) Accrued expenses and other (1,482) — (4,468) Customer deposits — — (1,314) Deferred tax liability — — (9,344) Deferred revenue (522) — (1,307) Intercompany (payable) — — (27) Total net assets acquired $ 143,100 $ 85 $ 415,268 Remodeling On January 6, 2020, the Company acquired 100% of the interest of Azar, LLC and Alnashmi for Digital Marketing, LLC (“Remodeling”), an online platform that connects homeowners with home improvement companies, for $28.4 million. Under the terms of the purchase agreement, the Company is required to pay the seller an earnout based on achieving $6.6 million and $5.0 million of total revenue during calendar years ended 2020 and 2019, respectively. The earnout amount will be $2.0 million per year, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $2.5 million and has included the amount in the total consideration above. The 2019 earnout target was met and the earnout of $2 million was paid in 2020. At December 31, 2020, the Company concluded that the 2020 earnout target was not met and released the remaining liability with a corresponding gain of $0.5 million recorded in general and administrative expense on the consolidated statements of operations and comprehensive loss. Qiigo On January 16, 2020, the Company acquired 100% of the interest of Qiigo, LLC (“Qiigo”), a local marketing agent that builds brand unity and helps national brands and their franchises boost their qualified leads, for $22.2 million. Under the terms of the purchase agreement, certain members of Qiigo received 127,249 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.6 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. AlertMD On January 24, 2020, the Company acquired certain assets and liabilities of Rulester, LLC dba AlertMD, LLC and ChargeMD, LLC (“AlertMD”), a provider of SaaS-based back-office, patient care coordination and front-office solutions, for $21.9 million. Invoice Simple On April 17, 2020, the Company acquired 100% of the interest of Zenvoice Inc. dba Invoice Simple (“Invoice Simple”), a provider of invoicing and estimation software platform for independent contracts, freelancers and business owners, for $32.5 million. Brighter Vision On August 21, 2020, the Company acquired 100% of the interest of Brighter Vision Web Solutions, Inc. (“Brighter Vision”), a provider of offerings of custom-built websites and marketing solutions to therapists in the behavioral health sector, for $17.5 million. Under the terms of the purchase agreement, certain members of Brighter Vision received 21,892 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.1 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. Socius On October 16, 2020, the Company acquired 100% of the interest of Socius Marketing, Inc. (“Socius”), a provider of full service internet marketing that specializes in content design, website development and search engine optimization, for $15.7 million. Service Fusion On October 17, 2020 the Company acquired 100% of the interest of FSM Technologies, LLC (“Service Fusion”), a provider of an end-to-end field service management SaaS platform, for $122.3 million. My PT Hub On November 18, 2020, the Company acquired 100% of the interest of Fitii, Limited and Fitii LLC (collectively “My PT Hub”), a provider of software that enables gym and health club customers to improve monthly collections, generate new business, enhance member engagement, increase retention and automate business processes, for $11.7 million. Under the terms of the purchase agreement, the Company is required to pay the seller an earnout based on achieving $4.6 million of total revenue during calendar year end 2021. The earnout amount will be $2.7 million, if the target is met; no consideration will be paid if the target is not met. At the acquisition date, the Company determined the fair value of the earnout to be $1.0 million and has included the amount in the total consideration above. At December 31, 2020, the Company noted no change in the fair value of the earnout from the acquisition date. At March 31, 2021, the Company concluded that the 2021 earnout target will not be met and released the liability with a corresponding gain of $1.0 million recorded in general and administrative expense on the consolidated statements of operations and comprehensive loss. Updox On December 16, 2020, the Company acquired 100% of the interest of Updox, LLC (“Updox”), a provider of a healthcare customer relationship management solution, for $143.1 million. Under the terms of the purchase agreement, certain members of Updox received 72,896 shares of common stock rollover equity. The Company assessed the fair value of the shares at $0.6 million by applying a market approach. The fair value of the rollover equity is reflected in the total consideration above. With respect to total goodwill recognized for the business acquisitions consummated during the year ended December 31, 2020, the Company expects that $167.1 million of goodwill with be deductible for income tax purposes. Pro Forma Results of Acquisitions (unaudited) The following table presents unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2021 and 2020, as if the aforementioned 2021 and 2020 acquisitions had occurred as of January 1, 2020. The pro forma information includes the business combination accounting effects resulting from these acquisitions, including interest expense of nil and $5.5 million for the three months ended June 30, 2021 and 2020, respectively and $0.5 million and $11.5 million for the six months ended June 30, 2021 and 2020, respectively, to account for funds borrowed earlier, issuance of our common shares at earlier dates which impacts the calculation of basic and diluted net loss per share, removal of transaction costs of nil and $1.8 million for the three months ended June 30, 2021 and 2020, respectively, and $2.7 million and $4.9 million for the six months ended June 30, 2021 and 2020, respectively, and additional amortization expense of nil and $3.0 million for the three months ended June 30, 2021 and 2020, respectively, and $0.3 million and $7.7 million for the six months ended June 30, 2021 and 2020, respectively, resulting from the amortization of amortizable intangible assets beginning as of January 1, 2020. We prepared the pro forma financial information for the combined entities for comparative purposes only, and the information is not indicative of what actual results would have been if the acquisitions had occurred at the beginning of the periods presented, nor is the information intended to represent or be indicative of future results of operations. Three Months Ended Six Months Ended 2021 Pro Forma 2020 Pro Forma 2021 Pro Forma 2020 Pro Forma (in thousands, except per share amounts) (unaudited) Total revenue $ 121,050 $ 92,309 $ 230,646 $ 190,289 Net loss $ (24,334) $ (19,977) $ (41,024) $ (47,801) Adjustments to net loss per share (see Note 12) — (13,105) (15,105) (26,210) Net loss attributable to common stockholders $ (24,334) $ (33,082) $ (56,129) $ (74,011) Net loss per share attributable to common stockholders: Basic $ (0.56) $ (0.80) $ (1.29) $ (1.80) Diluted $ (0.56) $ (0.80) $ (1.29) $ (1.80) |