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Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2019
Business Combinations [Abstract] |
Acquisitions |
4. | Acquisitions
Polaris Alpha On May 31, 2018, the Company acquired a 100% ownership interest in Polaris Alpha, a privately owned, advanced technology-focused provider of innovative mission solutions for complex defense, intelligence, and security customers, as well as other U.S. federal government customers, for $489.1 million paid in cash. The Company borrowed $260 million under the credit agreement, as described in “Note 12 – Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $6.2 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the fiscal year ended December 31, 2018, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. Polaris Alpha enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on preliminary purchase price allocation as of the date of acquisition (in thousands):
|  | Amount |
Cash and cash equivalents |  | $ | 7,914 |
Accounts receivable |  |  | 29,688 |
Contract assets |  |  | 35,229 |
Prepaid expenses and other current assets |  |  | 9,295 |
Property and equipment |  |  | 9,024 |
Goodwill |  |  | 243,471 |
Intangible assets |  |  | 199,520 |
Other noncurrent assets |  |  | 2,203 |
Accounts payable |  |  | (13,942 | )
Accrued expenses and other current liabilities |  |  | (26,419 | )
Contract liabilities |  |  | (3,529 | )
Deferred tax liabilities |  |  | (2,231 | )
Other long-term liabilities |  |  | (1,146 | )
Net assets acquired |  | $ | 489,077 |
Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
|  | Gross Carrying Amount |  |  | Amortization Period
|  |  |  |  |  | (in years)
Developed technology |  | $ | 84,900 |  |  | 4
Customer relationships |  |  | 76,000 |  |  | 8
Backlog |  |  | 34,900 |  |  | 2
Trade name |  |  | 3,600 |  |  | 1
Leases |  | $ | 120 |  |  | 6
Amortization expense of $13.7 million related to these intangible assets was recorded for the three months ended March 31, 2019. The entire value of goodwill of $243.5 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. A portion of goodwill is deductible for tax purposes. The Company is in the process of finalizing the amount. The amount of revenue generated by Polaris Alpha and included within consolidated revenues for the three months ended March 31, 2019 is $93.4 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition. Supplemental Pro Forma Information (Unaudited) Supplemental information on an unaudited pro forma operating results assuming the Polaris Alpha acquisition had been consummated as of the beginning of fiscal year 2018 (December 31, 2017) (in thousands) is as follows:
|  | Three Months Ended |
|  | March 30, 2018 |
Pro forma revenue |  | $ | 840,487 |
Pro forma net income |  | $ | 10,532 |
The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses and the additional pro forma interest expense related to the borrowings under the credit agreement as of the assumed acquisition date. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented. OGSystems On January 7, 2019, the Company acquired a 100% ownership interest in OGSystems, a privately owned, advanced technology-focused provider of innovative mission solutions for complex defense, intelligence, and security customers, as well as other U.S. federal government customers, for $292.4 million paid in cash. The Company borrowed $110 million under the credit agreement and $150 million on a short-term loan, as described in “Note 12 – Debt and Credit Facilities,” to partially fund the acquisition. In connection with this acquisition, the Company recognized $4.1 million of acquisition-related expenses in “Indirect, general and administrative expense” in the consolidated statements of income for the period ended March 31, 2019, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition. OGSystems enhances the Company’s artificial intelligence and data analytics expertise with new technologies and solutions. Customers of both companies will benefit from existing, complementary technologies and increased scale, enabling end-to-end solutions under the shared vision of rapid prototyping and agile development. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on preliminary purchase price allocation as of the date of acquisition (in thousands):
|  | Amount |
Cash and cash equivalents |  | $ | 5,772 |
Accounts receivable |  |  | 9,904 |
Contract assets |  |  | 9,747 |
Prepaid expenses and other current assets |  |  | 4,307 |
Property and equipment |  |  | 4,085 |
Right of use assets, operating leases |  |  | 8,826 |
Goodwill |  |  | 183,567 |
Intangible assets |  |  | 92,300 |
Other noncurrent assets |  |  | 10 |
Accounts payable |  |  | (5,450 | )
Accrued expenses and other current liabilities |  |  | (7,147 | )
Contract liabilities |  |  | (1,300 | )
Short-term lease liabilities, operating leases |  |  | (805 | )
Income tax payable |  |  | (1,469 | )
Deferred tax liabilities |  |  | (931 | )
Long-term lease liabilities, operating leases |  |  | (8,021 | )
Other long-term liabilities |  |  | (1,015 | )
Net assets acquired |  | $ | 292,380 |
Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
|  | Gross Carrying Amount |  |  | Amortization Period
|  |  |  |  |  | (in years)
Customer relationships |  | $ | 57,100 |  |  | 5
Backlog |  |  | 27,700 |  |  | 3
Trade name |  |  | 3,800 |  |  | 2
Non compete agreements |  |  | 2,400 |  |  | 3
Developed technologies |  | $ | 1,300 |  |  | 3
The Company is still in the process of finalizing its valuation of developed technology acquired. Amortization expense of $5.9 million related to these intangible assets was recorded for the three months ended March 31, 2019. The entire value of goodwill of $183.6 million was assigned to the Parsons Federal reporting unit and represents synergies expected to be realized from this business combination. Goodwill of $16.0 million is deductible for tax purposes. The amount of revenue generated by OGSystems since the acquisition and included within consolidated revenues for the three months ended March 31, 2019 is $29.0 million. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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