PROCORE acquisition history

Levelset is a software company that enables contractors and suppliers to efficiently manage their lien rights on construction projects, simplifying complex compliance workflows and the payment process. Over 250,000 users have deployed Levelset on more than 6.5 million construction projects. At announcement the purchase price was approximately $500 million (~$425 million cash and ~$75 million Procore common stock); the final preliminary purchase consideration disclosed in the FY2021 10-K totaled $484.1 million ($426.1 million cash and $58.0 million in common stock, 610,499 shares at $95.05). approximately $484.1 million (final); announced at ~$500 million.

Construction work is hard enough — getting paid shouldn't be. Levelset helps the construction industry get paid faster, and their offering will be a perfect addition to the Procore platform. This acquisition will also give Procore access to industry data, including payments and compliance activity, allowing us to deliver valuable risk intelligence to our customers, and to develop innovative financial products.Tooey Courtemanche — Founder and CEO, Procore Technologies

Our solution gets people paid faster, with less cash stress. Over 250,000 users have deployed Levelset on more than 6.5 million construction projects. This activity generates highly reliable payment and relationship data. Together with Procore, we can further empower the industry to get paid faster, with better visibility and smoother documentation.Scott Wolfe — Jr., CEO, Levelset

LaborChart is a labor management solution that facilitates labor scheduling, forecasting, office-to-field communications, certification tracking, data management, and labor analysis. Per the FY2021 10-K, Procore completed the acquisition of all outstanding equity of LaborChart on October 21, 2021 for $76.2 million in cash purchase consideration. approximately $76.2 million.

Construction is facing a global labor shortage, with contractors struggling to find skilled workers.Tooey Courtemanche — Founder and CEO, Procore Technologies

For too long, the construction industry has lacked technology to effectively manage people—its most important asset.Ben Schultz — Founder and CEO, LaborChart

Indus.ai is a Canada-based privately held company that offers an artificial intelligence-powered analytics platform to provide actionable insights for the construction industry. Per the FY2021 10-K, Procore acquired 100% of the outstanding voting interests in Indus on May 3, 2021 for purchase consideration of $24.3 million in cash, of which $4.1 million was held back to secure indemnification obligations. approximately $24.3 million.

On May 3, 2021, the Company completed the acquisition of Indus.ai Inc. (“Indus”), a Canada-based privately held company that offers an artificial intelligence-powered analytics platform to provide actionable insights for the construction industry, by acquiring 100% of the outstanding voting interests in Indus for purchase consideration of $24.3 million in cash.Procore Technologies — FY2021 10-K, Business Combinations note

Esticom provides an estimating solution which enables contractors to determine the quantities of materials needed from project plans and specifications, and calculate the cost estimates for the labor hours and materials required on a job. Per the FY2021 10-K, Procore acquired 100% of the outstanding voting interests of Esticom on October 14, 2020 for total purchase consideration of $15.1 million ($11.2 million cash and $3.9 million in common stock, 96,749 shares). approximately $15.1 million.

On October 14, 2020, the Company acquired 100% of the outstanding voting interests of Esticom, Inc. (“Esticom”), a company that provides an estimating solution which enables contractors to determine the quantities of materials needed from project plans and specifications, and calculate the cost estimates for the labor hours and materials required on a job.Procore Technologies — FY2021 10-K, Business Combinations note

On February 3, 2020, Procore acquired intellectual properties, rights and agreements from Avata Intelligence Inc. for $3.8 million in cash consideration, and entered into employment agreements with the majority of Avata's employees (an acqui-hire of IP and talent). Purchase consideration was primarily allocated to developed technology intangible assets with an estimated fair value of $2.2 million. approximately $3.8 million.

On February 3, 2020, the Company acquired intellectual properties, rights and agreements from Avata Intelligence Inc. (“Avata”) for $3.8 million in cash consideration. As part of the acquisition, the Company also entered into employment agreements with the majority of Avata's employees.Procore Technologies — FY2021 10-K, Business Combinations note

Honest Buildings was an App Marketplace partner that already had an integration with Procore's platform and is a provider of financial and project management software for owners. Per the S-1, Procore entered into a Merger Agreement with Honest Buildings on July 30, 2019 to acquire all of its outstanding stock; total purchase consideration was $151.9 million ($51.4 million cash and $97.9 million fair value of Series H-1 redeemable convertible preferred stock, 3,660,203 shares at $26.75). approximately $151.9 million.

On July 30, 2019, the Company entered into a Merger Agreement with Honest Buildings, Inc. (“Honest Buildings”) (the “Merger”) to acquire all of Honest Buildings' outstanding stock. Honest Buildings was an App Marketplace partner that already had an integration with Procore's platform and is a provider of financial and project management software for owners.Procore Technologies — Form S-1 (filed 2020-02-28), Business Combinations note

Construction BI (“CBI”) is an Ohio limited liability company. Per the S-1, Procore completed the acquisition of CBI on August 8, 2019 by acquiring 100% of the outstanding voting interests for approximately $1.1 million in cash consideration; the purchase price was primarily allocated to developed technology intangible assets. The acquisition led to the release of Procore Analytics. approximately $1.1 million.

On August 8, 2019, the Company completed the acquisition of Construction BI, LLC, (“CBI”), an Ohio limited liability company, by acquiring 100% of the outstanding voting interests of CBI for approximately $1.1 million in cash consideration. The purchase price was primarily allocated to developed technology intangible assets.Procore Technologies — Form S-1 (filed 2020-02-28), Business Combinations note

Zimfly, Inc. (“Zimfly” or “BIManywhere”) is a privately held Delaware corporation with its principal offices in Alameda, California. Per the S-1, Procore completed the acquisition on September 19, 2018 by acquiring 100% of the outstanding voting interests for approximately $3.9 million in cash consideration (including deferred payments), which became the basis for Procore BIM. approximately $3.9 million.

On September 19, 2018, the Company completed the acquisition of Zimfly, Inc. (“Zimfly” or “BIManywhere”), a privately held Delaware corporation with its principal offices in Alameda, California by acquiring 100% of the outstanding voting interests in Zimfly for approximately $3.9 million in cash consideration. The Company's primary reason for this acquisition was to increase the Company's technology capabilities in building information modeling.Procore Technologies — Form S-1 (filed 2020-02-28), Business Combinations note

Unearth Technologies is a geographic information systems (GIS) asset management platform that helps general contractors and infrastructure providers connect assets, data, and field teams, and was an existing App Marketplace partner. Per the FY2023 10-K, Procore completed the acquisition of all outstanding equity of Unearth on September 15, 2023, accounted for as an asset acquisition; the total value of developed technology acquired was $9.2 million, comprising $6.8 million in cash paid plus $2.3 million from the tax consequences of the transaction. approximately $9.2 million (developed technology value; $6.8 million cash paid).

On September 15, 2023, the Company completed the acquisition of all outstanding equity of Unearth Technologies Inc. This acquisition was accounted for as an asset acquisition as substantially all of the fair value of the gross assets acquired were concentrated in a single identifiable asset. The total value of developed technology acquired was $9.2 million, which is comprised of $6.8 million in cash paid, $2.3 million as a result of the tax consequences of the transaction, and capitalized transaction expenses, which were immaterial.Procore Technologies — FY2023 10-K, Intangible Assets and Goodwill note