Business Combination

Cameleon Software, SA

In October 2013, the Company entered into a tender offer agreement with Cameleon, indicating the Company's intent to acquire Cameleon through the tender offer for all of the outstanding share capital of Cameleon in an all cash tender offer. In January 2014, the Company announced that the initial tender offer for Cameleon was successful and upon completion of the initial tender offer, the Company controlled 81.7% of Cameleon’s common stock and 94.0% of Cameleon’s outstanding warrants, inclusive of the commitments from Cameleon's management regarding their Cameleon free shares. As a result of shares purchased by the Company in the market following the completion of the tender, the Company's exercise of Cameleon warrants in July 2014, and the Company's completion of a second tender in November 2014, the Company controlled 100% of Cameleon's common stock as of December 31, 2014. The Company acquired Cameleon for total cash consideration of approximately $32 million, net of cash acquired.

During the year ended December 31, 2014, the Company incurred acquisition-related costs of $1.7 million, consisting primarily of the cost for the retention of key employees, and advisory and legal fees.

The Company recorded revenue for Cameleon of approximately $11.9 million in the consolidated statement of operations from the acquisition date through December 31, 2014.

All of the assets acquired and the liabilities assumed in the transaction have been recognized at their acquisition date fair values at January 8, 2014.

The acquisition initially resulted in $16.2 million of goodwill. During the year ended December 31, 2014, the fair value of the other tangible assets and liabilities was increased and resulted in a net change in goodwill of $0.5 million.

The allocation of the purchase price for Cameleon is updated as follows (in thousands):



Cash and cash equivalents	$	7,086
Accounts receivables	10,395
Prepaid and other assets	1,418
Intangible assets	18,653
Goodwill	15,717
Accounts payable and accrued liabilities	(12,539		)
Deferred revenue	(5,392		)
Non-controlling interest	(6,204		)
Net assets acquired	$	29,134

The following are the identifiable intangible assets acquired and their respective useful lives (in thousands):



			Useful Life
	Amount		(years)
Trade Name	$	1,020	8
Customer Relationships	1,455		2-5
Maintenance Relationships	3,808		8
Developed Technology	11,147		7
Other	1,223		2
Total	$	18,653

In performing the purchase price allocation, the Company considered, among other factors, its anticipated future use of the acquired assets, analysis of historical financial performance, and estimates of future cash flows from Cameleon's products and services. The allocation resulted in acquired intangible assets of $18.7 million. The acquired intangible assets consisted of developed technology, customer and maintenance relationships, trade name and other and were valued using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Additionally, the Company assumed certain liabilities in the acquisition, including deferred revenue to which a fair value of $5.4 million was ascribed using a cost-plus profit approach.

Liabilities assumed include $2.7 million related to the Company's offer to pay an additional €0.15 per share cash premium to the Cameleon stock and warrant holders tendering their shares and warrants in the initial tender offer if the Company acquired at least 95% of the share capital and voting rights of Cameleon on a fully diluted basis on or before December 31, 2014. The Company recorded this liability at fair value as the Company expected to meet this threshold prior to December 31, 2014. The Company settled the contingent liability related to the share premium in December 2014 for $2.2 million. In addition, the net assets acquired include contingent consideration of $1.4 million related to the committed purchase of free shares owned by Cameleon management.

Goodwill of $15.7 million represents the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets, and represents the expected synergistic benefits of the transaction, the knowledge and experience of Cameleon's workforce in place, and the expectation that the combined company’s complementary products will significantly broaden the Company’s CPQ solution offering. The Company believes the combined company will benefit from a broader global presence and, with the Company’s direct sales force and larger channel coverage, significant cross selling opportunities. None of the goodwill is expected to be currently deductible for tax purposes. In accordance with applicable accounting standards, goodwill will not be amortized but instead will be tested for impairment at least annually, or, more frequently if certain indicators are present. In the event that the management of the combined company determines that the value of goodwill has become impaired, the combined company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.

SignalDemand, Inc.

In December 2013, the Company acquired SignalDemand, Inc. for total cash consideration of $13.5 million.

During the year ended December 31, 2014 and 2013, the Company incurred acquisition-related costs of $1.3 million and $0.4 million, respectively, consisting primarily of the cost for the retention of key employees, and advisory and legal fees.

The Company recorded revenue for SignalDemand of approximately $8.7 million and $0.2 million in the consolidated statement of operations for the year ended December 31, 2014 and 2013, respectively.

All of the assets acquired and the liabilities assumed in the transaction have been recognized at their acquisition date fair values at December 16, 2013.

The acquisition initially resulted in $7.0 million of goodwill. During the year ended December 31, 2014, the fair value of the other tangible assets and liabilities were adjusted and resulted in a net change of $0.2 million to goodwill.

The final allocation of the total purchase price for SignalDemand is as follows (in thousands):



Current assets	$	881
Deferred tax asset - current	2,752
Noncurrent assets	193
Intangibles	8,300
Goodwill	7,175
Deferred tax asset - noncurrent	2,447
Accounts payable and accrued liabilities	(1,560		)
Deferred revenue	(6,688		)
	$	13,500

The following are the identifiable intangible assets acquired and their respective useful lives:



			Useful Life
	Amount		(years)
Developed technology	$	4,600	7
Internally developed technology	160		2
Customer relationships	3,500		8
Trade name	40		2
Total	$	8,300

In performing the purchase price allocation, the Company considered, among other factors, its intention for future use of the acquired assets, analyses of historical financial performance, and estimates of future cash flows from SignalDemand's products and services. The allocation resulted in acquired intangible assets of $8.3 million. The acquired intangible assets consisted of developed technology, customer relationships and trade name and were valued using the income approach in which the after-tax cash flows are discounted to present value. The cash flows are based on estimates used to price the transaction, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model as well as the weighted average cost of capital. Additionally, the Company assumed certain liabilities in the acquisition, including deferred revenue to which a fair value of $6.7 million was ascribed using a cost-plus profit approach.

The Company assumed $5.2 million of net deferred tax assets at the acquisition date. The deferred tax assets primarily relate to net operating losses and other expenses accrued but not expensed for tax purposes.

The excess of the purchase price over the estimated amounts of net assets as of the effective date of the acquisition was allocated to goodwill. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the SignalDemand acquisition. These benefits include the expectation that the combined company’s complementary products will significantly broaden the Company’s offerings in sales optimization solutions. The combined company will benefit from a broader global presence, and with the Company’s direct sales force and larger channel coverage, the combined company anticipates significant crosselling opportunities. None of the goodwill is expected to be currently deductible for tax purposes.

Pro Forma Financial Information

The unaudited financial information in the table below summarizes the combined results of operations of the Company, Cameleon and SignalDemand, on a pro forma basis, as though the Company had acquired Cameleon and SignalDemand on January 1, 2013. In addition, the unaudited financial information in the table below includes the effect of SignalDemand as if it had occurred as of January 1, 2012. The pro forma information for all periods presented also includes the effect of business combination accounting resulting from the acquisition, including amortization charges from acquired intangible assets.



	Year Ended December 31,
(in thousands)	2014			2013			2012
Total revenue	$	186,081		$	168,974		$	120,345
Net loss attributable to PROS Holdings, Inc.	(36,776		)	(3,647		)	(3,252		)
Earnings per share - basic and diluted	$	(1.27	)	$	(0.13	)	$	(0.12	)