eFax 2014 Annual Report Download - page 65

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Livedrive®, a UK-based provider of online backup with added file sync features for professionals and individuals; (d) certain assets of Faxmate, a Brisbane-
based provider of
Internet fax; (e) all of the shares of Critical Software Ltd., a UK-
based Email Security and Management company operating under the brand name iCriticalTM; (f) all of the shares
of The Online Backup Company, a Scandinavian-
based provider of cloud backup, disaster recovery and file sharing solutions for corporate and enterprise networks; (g) all of the
shares and certain assets of eMedia Communications LLC, a provider of research to IT buyers and leads to IT vendors; (h) asset purchase of Contactology, Inc., a North Carolina-
based provider of email marketing services; (i) certain assets of Back Up My Info!, a NY-based company focusing primarily on backup supporting small to mid-
sized businesses in
a variety of industries around the world; (j) certain assets of Web24, a Melbourne, Australia-
based company which offers domain name, web hosting, dedicated or shared servers
and related services primarily to small and mid-sized businesses in Australia and elsewhere; (k) all of the units of Excel Micro, a Philadelphia-
based cloud email security and
archiving solutions; (l) all of the units of Scene LLC (“Ookla”), a Washington-
based leading provider of broadband and mobile speed testing; (m) all of the shares of NCSG
Holding AB (“Stay Secure”), a Swedish-based provider of e-mail and web security services; (n) all of the shares of Comendo A/S, a Danish-based provider of e-
mail security; (p)
certain assets of TestudoData LLC, a Nevada-based provider of e-mail security; and (q) certain other immaterial acquisitions of fax, online data backup and application businesses.
The consolidated statement of income, since the date of each acquisition, and balance sheet, as of December 31, 2014, reflect the results of operations of all 2014
acquisitions. For the year ended December 31, 2014, these acquisitions contributed $51.9 million
to the Company's revenues. Net income contributed by these acquisitions was
not separately identifiable due to j2 Global's integration activities. Total consideration for these transactions was $300.2 million
, net of cash acquired and assumed liabilities and
subject to certain post-closing adjustments.
The following table summarizes the allocation of the purchase consideration for these acquisitions (in thousands):
In connection with the acquisition of Ookla, acquired on December 1, 2014, contingent consideration of up to an aggregate of $40.0 million
may be payable upon
achieving certain future income thresholds and was determined to have a fair value of $15 million which was recorded as an other long-
term liability on the consolidated balance
sheet at December 31, 2014. The fair value of the contingent consideration was determined using options-
based valuation approaches based on various inputs, including discount
rates, volatility and market risk which are not readily observable in the market, representing a Level 3 measurement within the fair value hierarchy (see Note 5 -
Fair Value
Measurements). As of December 31, 2014 , the Company has holdbacks of $45.3 million
(including the contingent consideration related to Ookla) in connection with acquisitions
recorded as current and long-
term liabilities in the consolidated balance sheet. These holdbacks represent amounts to ensure that certain representations and warranties provided by
the sellers are effective.
During 2014, the purchase price accounting has been finalized for the following acquisitions: (i) City Numbers, (ii) SecurStore, (iii) Faxmate and (iv) other immaterial
fax, online data backup and application businesses. The initial accounting for all other 2014 acquisitions are incomplete and subject to change, which may be significant. j2 Global
has recorded provisional amounts which may be based upon past acquisitions with similar attributes for certain intangible assets including trade names,
- 63 -
Assets and Liabilities Valuation
Accounts receivable $
18,024
Property and equipment
10,022
Other assets
5,500
Deferred tax asset
419
Software
9,836
Trade name
28,192
Customer relationship
98,498
Other intangibles
2,121
Goodwill
184,837
Deferred revenue
(29,182
)
Deferred tax liability
(12,328
)
Other accrued liabilities
(14,338
)
Capital lease
(1,361
)
Total $
300,240