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Table of Contents
The unaudited pro forma financial information presented below (in thousands, except per share amounts) presents the combined results of
operations as if the acquisition of Fanhattan had been completed on January 1, 2014. The unaudited pro forma financial information is presented for
illustrative purposes only and is not necessarily indicative of the results of operations that would have been realized if the acquisition had been completed
on the date indicated, nor is it indicative of future results of operations. The unaudited pro forma financial information does not include any cost saving
synergies from operating efficiencies or the effect of the incremental costs incurred in integrating the companies. Fanhattan operating results have not been
separately presented as the Fanhattan operations have been integrated into the operations of the Company.
Veveo Acquisition
On February 28, 2014, the Company acquired Veveo Inc. ("Veveo") for
$67.6 million
in cash, plus up to an additional
$7.0 million
in contingent
consideration if certain sales and engineering goals are met. Veveo is a provider of intuitive and personalized entertainment discovery solutions. In April
2015, a portion of the contingency period concluded and
$2.1 million
of contingent consideration was paid as certain engineering goals were satisfied. In
September 2015, the Company determined it was no longer probable that certain post
-
acquisition Veveo sales goals would be met and reduced the
contingent consideration liability by
$0.9 million
which was recognized in Selling, general and administrative expenses in the Consolidated Statements of
Operations. At
December 31, 2014
, the contingent consideration was included in Accounts payable and accrued expenses on the Consolidated Balance
Sheets at its estimated fair value of
$3.0 million
.
The purchase price allocation for Veveo was as follows (in thousands, except useful lives):
The Veveo goodwill is not expected to be deductible for tax purposes.
Patent Acquisition
On July 7, 2014, the Company purchased a portfolio of patents for
$28.0 million
in cash. The portfolio includes approximately
500
issued and
pending patents, with slightly more than half being issued U.S. patents. The Company accounted for the patent portfolio purchase as an asset acquisition
and is amortizing the purchase price over ten years.
2013 Acquisition
On March 8, 2013, the Company acquired IntegralReach Corporation ("IntegralReach") for
$10.0 million
in cash, plus up to an additional
$3.0
million
in contingent consideration if certain customer attainment goals were met. IntegralReach is an
F
-
15
Year Ended December 31,
2014
2013
Revenues
$
542,327
$
537,547
Operating income from continuing operations
$
71,864
$
67,087
(Loss) income from continuing operations, net of tax
$
(25,415
)
$
5,067
Basic (loss) income per share from continuing operations
$
(0.28
)
$
0.05
Diluted (loss) income per share from continuing operations
$
(0.28
)
$
0.05
Weighted-Average
Useful Life
Amount
Cash and cash equivalents
$
6,942
Accounts receivable
179
Prepaid and other assets
287
Intangible assets
Developed technology
7.0 years
$
26,900
Non
-
compete agreements
3.0 years
2,800
Total intangible assets
29,700
Goodwill
39,449
Accounts payable and other liabilities
(1,247
)
Deferred tax liabilities
(1,966
)
Total purchase price
$
73,344