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The fair value of trade receivables approximates its carrying value of $7.0 million. The gross amount due from customers is $8.7
million, of which $1.7 million was estimated to be uncollectible as of the date of acquisition.
Of the $78.0 million of goodwill resulting from the acquisitions, all of which was assigned to the Company’s Perceptive Software
segment, $22.0 million is expected to be deductible for income tax purposes. The goodwill recognized comprises the value of
expected synergies arising from the acquisitions that are complementary to the Perceptive Software business. The total estimated fair
value of intangible assets acquired was $85.7 million, with a weighted-average useful life of 6.8 years.
The purchase of Saperion is included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash Flows
for the year ended December 31, 2013 in the amount of $65.7 million. Total cash acquired in the acquisition of Saperion was $6.5
million. The Company also acquired intangible assets in the form of non-compete agreements from certain shareholders in the
acquisition of Saperion. These agreements were valued at $0.1 million and were recognized separately from the acquisition.
The values in the table above include measurement period adjustments determined in 2014 relating to the acquisiton of Saperion
affecting Other long-term liabilities $(0.4) million, Deferred tax liability, net $1.7 million and Goodwill $(1.3) million. The values
above also include measurement period adjustments determined in 2013 related to the acquisition of Saperion affecting Deferred
revenue $(0.1) million and Goodwill $0.1 million. The December 31, 2013 balances of Prepaid expenses and other current assets,
Goodwill, Other assets, Accrued liabilities and Other liabilities on the Consolidated Statements of Financial Position have been
adjusted to include the effect of the measurement period adjustments determined in 2014. The adjustments were based on facts and
circumstances, primarily related to income tax matters, that existed at the date of acquisition.
The purchase of PACSGEAR is included in Purchase of businesses, net of cash acquired in the Consolidated Statements of Cash
Flows for the year ended December 31, 2013 in the amount of $52.3 million. Total cash acquired in the acquisition of PACSGEAR
was $1.6 million.
The purchases of AccessVia and Twistage are included in Purchase of businesses, net of cash acquired in the Consolidated Statements
of Cash Flows for the year ended December 31, 2013 in the amount of $28.1 million. Total cash acquired in the acquisitions of
AccessVia and Twistage was $0.9 million. The Company also acquired intangible assets in the form of non-compete agreements from
certain employees of AccessVia and Twistage. These agreements were valued at $0.2 million and were recognized separately from the
acquisitions.
The values in the table above include measurement period adjustments determined in 2013 related to the acquisitions of AccessVia
and Twistage affecting Other current assets $0.2 million, Other current liabilities $0.1 million, Deferred tax liability, net $(1.8)
million and Goodwill $1.5 million. The measurement period adjustments were based on information obtained subsequent to the
acquisition related to certain income tax matters contemplated by the Company at the acquisition date.
Acquisition-related costs of approximately $1.7 million were charged directly to operations and were included in Selling, general and
administrative on the Consolidated Statements of Earnings for the year ended December 31, 2013. Acquisition-related costs include
finder’s fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination. Acquisition-related
costs above do not include travel and integration expenses.
Because the current levels of revenue and net earnings for AccessVia, Twistage, Saperion and PACSGEAR are not material,
individually or in the aggregate, to the Company’s Consolidated Statements of Earnings, supplemental pro forma and actual revenue
and net earnings disclosures have been omitted.
2012
During the year ended December 31, 2012, the Company completed the following acquisitions:
Total purchase price, net of cash acquired
BDBG Enterprise Software (Lux) S.C.A. (“Brainware”) $ 147.1
Acuo Technologies, LLC (“Acuo”) 40.5
Nolij Corporation (“Nolij”) and ISYS Search Software Pty Ltd. (“ISYS”) 59.7
Total $ 247.3
Acquisition-related costs of approximately $4.9 million were charged directly to operations and were included in Selling, general and
administrative on the Consolidated Statements of Earnings for the year ended December 31, 2012. Acquisition-related costs include
finder’s fees, legal, advisory, valuation, accounting, and other fees incurred to effect the business combination. Acquisition-related
costs above do not include travel and integration expenses.
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