| 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 |
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|
$ |
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 |
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|
(4,379 |
) |
Other liabilities assumed, net of assets acquired |
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|
(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 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)(2)
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Final |
Cash and cash equivalents |
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$ |
8,208 |
|
Restricted cash |
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|
16,257 |
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Other current assets |
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|
60,625 |
|
Property, plant and equipment |
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|
82,220 |
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Equity method investments (1)
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|
152,700 |
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Intangible assets: |
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|
Completed technology |
3.4 |
|
18,500 |
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Customer relationships |
8.0 |
|
47,700 |
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Backlog |
3.0 |
|
18,300 |
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Trademarks |
5.0 |
|
1,000 |
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Other non-current assets |
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|
2,321 |
|
Accounts payable and accrued liabilities |
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|
(68,864 |
) |
Debt, including current |
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(371,990 |
) |
Deferred tax liabilities, net |
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|
(71,954 |
) |
Unfavorable vendor contracts, including current |
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|
(13,500 |
) |
Deferred revenue, including current |
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(4,602 |
) |
Other non-current liabilities |
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(9,479 |
) |
Fair value of net assets acquired |
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(132,558 |
) |
Consideration transferred (3)
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|
165,039 |
|
Goodwill |
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$ |
297,597 |
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(1) |
Represents 49% investments in WMS and Santander.
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(2) |
The weighted average useful life in total is 5.9 years.
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(3) |
In June 2017, the Company finalized the working capital adjustments with the EMC seller, which resulted in the release to the Company of $1.3 million from a working capital adjustment escrow which reduced the Goodwill recorded. See Note 5. Goodwill.
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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 |
$ |
100,454 |
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Issuance of 5,466,886 shares of Company common stock (1)
|
40,607 |
|
Deferred consideration (2)
|
25,000 |
|
Settlement of pre-existing relationship |
228 |
|
Working capital settlement adjustment (3)
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(1,250 |
) |
Total |
$ |
165,039 |
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(1) |
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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(2) |
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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(3) |
In June 2017, the Company finalized the working capital adjustments with the EMC seller, which resulted in the release to the Company of $1.3 million from a working capital adjustment escrow.
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