| Schedule of Business Acquisitions, by Acquisition |
The following table summarizes the fair value of the assets acquired and liabilities assumed in the acquisitions (dollars in thousands):
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Weighted Average Useful Life (Years)(1)
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(Final)
December 31, 2016 |
Goodwill |
|
|
$ |
40,281 |
|
Customer relationships |
7.6 |
|
14,000 |
|
Developed technology |
5.7 |
|
21,900 |
|
Trade name |
5.0 |
|
200 |
|
Accounts receivable |
|
|
6,450 |
|
Property and equipment |
|
|
1,783 |
|
Deferred tax liability |
|
|
(11,047 |
) |
Accrued expenses |
|
|
(4,379 |
) |
Other liabilities assumed, net of assets acquired |
|
|
(857 |
) |
Total consideration transferred |
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|
$ |
68,331 |
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|
|
(1) |
The weighted average useful life in total is 6.4 years.
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The following is a summary of the purchase price allocation to the estimated fair values of the identifiable assets acquired and the liabilities assumed at the EMC Acquisition date (dollars in thousands):
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Weighted Average Useful Life (Years)(4)
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Preliminary |
|
Adjustments |
|
Final |
Cash and cash equivalents |
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|
$ |
9,032 |
|
|
$ |
(824 |
) |
|
$ |
8,208 |
|
Restricted cash (1)
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|
|
17,802 |
|
|
(1,545 |
) |
|
16,257 |
|
Other current assets (1)
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|
|
58,220 |
|
|
2,405 |
|
|
60,625 |
|
Property, plant and equipment (2)
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|
|
94,321 |
|
|
(12,101 |
) |
|
82,220 |
|
Equity method investments (2)(3)
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|
|
102,719 |
|
|
49,981 |
|
|
152,700 |
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Intangible assets (2):
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|
|
|
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|
Completed technology |
3.4 |
|
21,800 |
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|
(3,300 |
) |
|
18,500 |
|
Customer relationships |
8.0 |
|
19,100 |
|
|
28,600 |
|
|
47,700 |
|
Backlog |
3.0 |
|
— |
|
|
18,300 |
|
|
18,300 |
|
Favorable vendor agreements |
9.0 |
|
91,800 |
|
|
(91,800 |
) |
|
— |
|
Trademarks |
5.0 |
|
2,200 |
|
|
(1,200 |
) |
|
1,000 |
|
Other non-current assets (1)
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|
|
1,074 |
|
|
1,247 |
|
|
2,321 |
|
Accounts payable and accrued liabilities (1)
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|
|
(47,067 |
) |
|
(21,797 |
) |
|
(68,864 |
) |
Debt, including current (1)
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|
|
(370,845 |
) |
|
(1,145 |
) |
|
(371,990 |
) |
Deferred tax liabilities, net (1)
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|
|
(74,082 |
) |
|
2,128 |
|
|
(71,954 |
) |
Unfavorable vendor contracts, including current (2)
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|
|
— |
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|
(13,500 |
) |
|
(13,500 |
) |
Deferred revenue, including current (1)(2)
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|
|
(8,930 |
) |
|
4,328 |
|
|
(4,602 |
) |
Other non-current liabilities (1)(2)
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|
|
(22,170 |
) |
|
12,691 |
|
|
(9,479 |
) |
Fair value of net assets acquired |
|
|
(105,026 |
) |
|
(27,532 |
) |
|
(132,558 |
) |
Consideration transferred |
|
|
166,493 |
|
|
(204 |
) |
|
166,289 |
|
Goodwill |
|
|
$ |
271,519 |
|
|
$ |
27,328 |
|
|
$ |
298,847 |
|
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(1) |
The amounts represent reclassifications to conform with the year-end presentation. |
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(2) |
The amounts represent measurement period adjustments that were recorded as a result of further validating the fair value of acquired assets and assumed liabilities based on obtaining new facts and circumstances that existed as of the acquisition date. |
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(3) |
Represents 49% investments in WMS and Santander.
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(4) |
The weighted average useful life in total is 5.9 years.
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The consideration for the EMC Acquisition consisted of the following (in thousands, except share amounts in the footnotes to the table):
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|
Amount |
Cash consideration paid to seller (1)
|
$ |
100,454 |
|
Issuance of 5,466,886 shares of Company common stock (2)
|
40,607 |
|
Deferred consideration (3)
|
25,000 |
|
Settlement of pre-existing relationship |
228 |
|
Total |
$ |
166,289 |
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(1) |
In June 2017, the Company settled the working capital adjustments with the seller resulting in the release of $1.3 million from the adjustment escrow to the Company.
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(2) |
The fair value of the Company’s common stock issued as consideration was measured based on the stock price upon closing of the transaction on July 27, 2016, less a 7.5% discount for restriction on transferability.
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(3) |
On July 27, 2017, the Company elected to pay such amount in 5,080,049 newly issued shares of its common stock to the former unit holder of EMC.
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