| Schedule of Preliminary Allocation to Estimated Fair Value of Assets Acquired and Liabilities |
The following table summarizes the consideration paid for Rotron and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
6,662 |
|
Equity |
|
|
35,115 |
|
Fair value of the earn-out consideration |
|
|
42,489 |
|
Total purchase price consideration |
|
|
84,266 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
154 |
|
Inventory |
|
|
972 |
|
Other current assets |
|
|
1,812 |
|
Property and equipment |
|
|
390 |
|
Right-of-use assets |
|
|
768 |
|
Intangible assets |
|
|
28,748 |
|
Total estimated fair value of assets acquired |
|
|
32,844 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
852 |
|
Accrued expenses and other current liabilities |
|
|
771 |
|
Lease liabilities |
|
|
768 |
|
Other long-term liabilities |
|
|
86 |
|
Deferred tax liability |
|
|
5,886 |
|
Total estimated fair value of liabilities assumed |
|
|
8,363 |
|
|
|
|
|
Net assets acquired |
|
|
24,481 |
|
|
|
|
|
Goodwill |
|
$ |
59,785 |
|
The following table summarizes the consideration paid for Bird and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
23,456 |
|
Equity |
|
|
104,521 |
|
Total purchase price consideration |
|
|
127,977 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents |
|
|
3,493 |
|
Accounts receivable |
|
|
9,285 |
|
Inventory |
|
|
10,862 |
|
Other current assets |
|
|
5,614 |
|
Property and equipment |
|
|
1,042 |
|
Right of use asset |
|
|
1,674 |
|
Other long-term assets |
|
|
2,812 |
|
Intangible assets |
|
|
58,400 |
|
Total estimated fair value of assets acquired |
|
|
93,182 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
2,746 |
|
Accrued expenses and other current liabilities |
|
|
7,516 |
|
Deferred revenues |
|
|
14,253 |
|
Lease liabilities |
|
|
1,581 |
|
Deferred tax liability |
|
|
632 |
|
Total estimated fair value of liabilities assumed |
|
|
26,728 |
|
|
|
|
|
Net assets acquired |
|
|
66,454 |
|
|
|
|
|
Goodwill |
|
$ |
61,523 |
|
The excess purchase consideration over the estimated fair value of the net assets acquired resulted in a loss on the acquisition of the variable interest of $46.2 million, which is presented in other income (expense), net in the condensed consolidated statements of operations.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
5,664 |
|
Equity portion of purchase price |
|
|
27,540 |
|
Fair value of contingent consideration |
|
|
84,171 |
|
Total purchase price consideration |
|
|
117,375 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Customer relationships |
|
|
92,500 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Deferred tax liability |
|
|
21,275 |
|
|
|
|
|
Net assets acquired |
|
|
71,225 |
|
|
|
|
|
Loss on acquisition of variable interest entity |
|
$ |
46,150 |
|
The following table summarizes the consideration paid for World View and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
22,769 |
|
Equity |
|
|
112,546 |
|
Effective settlement of pre-acquisition note receivable |
|
|
10,044 |
|
Total purchase price consideration |
|
|
145,359 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
6,195 |
|
Accounts receivable |
|
|
119 |
|
Inventory |
|
|
2,204 |
|
Other current assets |
|
|
2,780 |
|
Property and equipment |
|
|
458 |
|
Right of use asset |
|
|
7,308 |
|
Intangible assets |
|
|
71,400 |
|
Total estimated fair value of assets acquired |
|
|
90,464 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
1,549 |
|
Accrued expenses and other current liabilities |
|
|
11,772 |
|
Deferred revenues |
|
|
4,129 |
|
Lease liabilities |
|
|
7,308 |
|
Other long-term liabilities |
|
|
3,858 |
|
Deferred tax liabilities |
|
|
1,339 |
|
Total estimated fair value of liabilities assumed |
|
|
29,955 |
|
|
|
|
|
Net Assets Acquired |
|
|
60,509 |
|
|
|
|
|
Goodwill |
|
$ |
84,850 |
|
The following table summarizes the consideration paid for Mistral and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Equity |
|
$ |
27,566 |
|
Deferred consideration |
|
|
150,000 |
|
Net working capital adjustments |
|
|
(877 |
) |
Total purchase price consideration |
|
|
176,689 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents |
|
|
2,052 |
|
Accounts receivable |
|
|
3,508 |
|
Inventory |
|
|
5,623 |
|
Other current assets |
|
|
10,409 |
|
Property and equipment |
|
|
581 |
|
Right of use asset |
|
|
1,677 |
|
Intangible assets |
|
|
103,800 |
|
Total estimated fair value of assets acquired |
|
|
127,650 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
10,997 |
|
Accrued expenses and other current liabilities |
|
|
2,503 |
|
Deferred revenues |
|
|
3,571 |
|
Lease liabilities |
|
|
1,829 |
|
Deferred tax liability |
|
|
20,981 |
|
Total estimated fair value of liabilities assumed |
|
|
39,881 |
|
|
|
|
|
Net Assets Acquired |
|
|
87,769 |
|
|
|
|
|
Goodwill |
|
$ |
88,920 |
|
The following table summarizes the consideration paid for Omnisys and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Equity |
|
$ |
28,442 |
|
Deferred consideration |
|
|
170,011 |
|
Contingent consideration |
|
|
13,150 |
|
Total purchase price consideration |
|
|
211,603 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
1,058 |
|
Short-term investments |
|
|
4,120 |
|
Accounts receivable |
|
|
1,175 |
|
Other current assets |
|
|
11,147 |
|
Property and equipment |
|
|
1,952 |
|
Right of use asset |
|
|
4,861 |
|
Intangible assets |
|
|
109,200 |
|
Total estimated fair value of assets acquired |
|
|
133,513 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
391 |
|
Accrued expenses and other current liabilities |
|
|
7,030 |
|
Deferred revenues |
|
|
3,469 |
|
Lease liabilities |
|
|
4,861 |
|
Other long-term liabilities |
|
|
538 |
|
Deferred tax liability |
|
|
13,011 |
|
Total estimated fair value of liabilities assumed |
|
|
29,300 |
|
|
|
|
|
Net Assets Acquired |
|
|
104,213 |
|
|
|
|
|
Goodwill |
|
$ |
107,390 |
|
The following table summarizes the consideration paid for DZYNE and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
175,593 |
|
Equity |
|
|
674,900 |
|
Total purchase price consideration |
|
|
850,493 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
9,855 |
|
Accounts receivable |
|
|
12,569 |
|
Inventory |
|
|
29,630 |
|
Other current assets |
|
|
15,768 |
|
Property and equipment |
|
|
17,753 |
|
Right-of-use assets |
|
|
10,409 |
|
Intangible assets |
|
|
283,400 |
|
Other assets |
|
|
496 |
|
Total estimated fair value of assets acquired |
|
|
379,880 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
5,909 |
|
Accrued expenses and other current liabilities |
|
|
48,929 |
|
Lease liabilities |
|
|
10,409 |
|
Deferred tax liabilities |
|
|
288 |
|
Total estimated fair value of liabilities assumed |
|
|
65,535 |
|
|
|
|
|
Net Assets Acquired |
|
|
314,345 |
|
|
|
|
|
Goodwill |
|
$ |
536,148 |
|
The following table summarizes the consideration paid for Cyberhawk and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Equity |
|
$ |
5,416 |
|
Cash |
|
|
118,243 |
|
Total purchase price consideration |
|
|
123,659 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
1,421 |
|
Accounts receivable |
|
|
4,504 |
|
Other current assets |
|
|
4,351 |
|
Property and equipment |
|
|
3,241 |
|
Right of use asset |
|
|
554 |
|
Intangible assets |
|
|
58,000 |
|
Total estimated fair value of assets acquired |
|
|
72,071 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
3,232 |
|
Accrued expenses and other current liabilities |
|
|
6,070 |
|
Deferred revenues |
|
|
2,690 |
|
Lease liabilities |
|
|
554 |
|
Deferred tax liability |
|
|
12,339 |
|
Total estimated fair value of liabilities assumed |
|
|
24,885 |
|
|
|
|
|
Net Assets Acquired |
|
|
47,186 |
|
|
|
|
|
Goodwill |
|
$ |
76,473 |
|
The following table summarizes the consideration paid for Gate and Bron and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Equity |
|
$ |
77,286 |
|
Cash |
|
|
135,000 |
|
Deferred consideration |
|
|
19,692 |
|
Contingent consideration |
|
|
86,800 |
|
Total purchase price consideration |
|
|
318,778 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
7,771 |
|
Accounts receivable |
|
|
6,125 |
|
Inventory |
|
|
19,067 |
|
Other current assets |
|
|
8,101 |
|
Property and equipment |
|
|
1,667 |
|
Right of use asset |
|
|
2,724 |
|
Intangible assets |
|
|
106,000 |
|
Total estimated fair value of assets acquired |
|
|
151,455 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
233 |
|
Accrued expenses and other current liabilities |
|
|
946 |
|
Deferred revenues |
|
|
736 |
|
Lease liabilities |
|
|
2,725 |
|
Other long-term liabilities |
|
|
691 |
|
Deferred tax liability |
|
|
24,380 |
|
Total estimated fair value of liabilities assumed |
|
|
29,711 |
|
|
|
|
|
Net Assets Acquired |
|
|
121,744 |
|
|
|
|
|
Goodwill |
|
$ |
197,034 |
|
The following table summarizes the consideration transferred and the allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed as of the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash consideration |
|
$ |
11,950 |
|
|
|
|
|
Fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
5,536 |
|
Certificates of deposit |
|
|
907 |
|
Other current assets |
|
|
646 |
|
Property and equipment |
|
|
84 |
|
Intangible assets |
|
|
3,982 |
|
Total fair value of assets acquired |
|
|
11,155 |
|
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
1,317 |
|
Customer prepayments |
|
|
3,108 |
|
Accrued expenses and other current liabilities |
|
|
712 |
|
Deferred tax liability |
|
|
879 |
|
Total fair value of liabilities assumed |
|
|
6,016 |
|
|
|
|
|
Net Assets Acquired |
|
|
5,139 |
|
|
|
|
|
Goodwill |
|
$ |
6,811 |
|
The following table summarizes the consideration transferred and the allocation of the purchase consideration to the fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by SPO shareholders as of the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
2,829 |
|
|
|
|
|
Fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
6,087 |
|
Accounts receivable |
|
|
439 |
|
Inventory |
|
|
482 |
|
Other current assets |
|
|
104 |
|
Property and equipment |
|
|
3,731 |
|
Right of use asset |
|
|
2,511 |
|
Other long-term assets |
|
|
22 |
|
Intangible assets |
|
|
3,258 |
|
Total fair value of assets acquired |
|
|
16,634 |
|
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
314 |
|
Accrued expenses and other current liabilities |
|
|
691 |
|
Government grant liability |
|
|
958 |
|
Convertible preferred notes |
|
|
6,300 |
|
Lease liabilities |
|
|
2,511 |
|
Deferred tax liability |
|
|
740 |
|
Total fair value of liabilities assumed |
|
|
11,514 |
|
|
|
|
|
Net assets acquired |
|
|
5,120 |
|
|
|
|
|
Reconciliation of goodwill: |
|
|
|
Total consideration transferred |
|
|
2,829 |
|
Add: Fair value of redeemable noncontrolling interest |
|
|
2,718 |
|
Less: Net assets acquired |
|
|
(5,120 |
) |
Goodwill |
|
$ |
427 |
|
The following table summarizes the consideration transferred and the allocation of the purchase consideration to the fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by Insight shareholders as of the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
3,500 |
|
|
|
|
|
Fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
2,534 |
|
Other current assets |
|
|
56 |
|
Property and equipment |
|
|
21 |
|
Intangible assets |
|
|
2,379 |
|
Total fair value of assets acquired |
|
|
4,990 |
|
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
Accrued expenses and other current liabilities |
|
|
78 |
|
Deferred tax liability |
|
|
468 |
|
Total fair value of liabilities assumed |
|
|
546 |
|
|
|
|
|
Net assets acquired |
|
|
4,444 |
|
|
|
|
|
Reconciliation of goodwill: |
|
|
|
Total consideration transferred |
|
|
3,500 |
|
Add: Fair value of noncontrolling interest |
|
|
3,891 |
|
Less: Net assets acquired |
|
|
(4,444 |
) |
Goodwill |
|
$ |
2,947 |
|
The following table summarizes the consideration transferred and the allocation of the purchase consideration to the estimated fair value of the assets acquired, liabilities assumed and noncontrolling interest retained by 4M shareholders as of the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
2,400 |
|
Common Stock – 801,068 Shares |
|
|
5,407 |
|
Total purchase price consideration |
|
|
7,807 |
|
|
|
|
|
Fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
1,712 |
|
Accounts receivable |
|
|
253 |
|
Other current assets |
|
|
351 |
|
Property and equipment and other long-term assets |
|
|
722 |
|
Intangible assets |
|
|
2,435 |
|
Total fair value of assets acquired |
|
|
5,473 |
|
|
|
|
|
Fair value of liabilities assumed: |
|
|
|
Accrued expenses and other current liabilities |
|
|
836 |
|
Notes payable |
|
|
494 |
|
Deferred tax liability |
|
|
544 |
|
Total fair value of liabilities assumed |
|
|
1,874 |
|
|
|
|
|
Net assets acquired |
|
|
3,599 |
|
|
|
|
|
Reconciliation of goodwill: |
|
|
|
Total consideration transferred |
|
|
7,807 |
|
Add: Fair value of redeemable noncontrolling interest |
|
|
2,925 |
|
Less: Net assets acquired |
|
|
(3,599 |
) |
Goodwill |
|
$ |
7,133 |
|
The following table summarizes the consideration paid for Sentrycs and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
134,053 |
|
Equity portion of purchase price |
|
|
90,556 |
|
Total purchase price consideration |
|
|
224,609 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents |
|
|
1,735 |
|
Accounts receivable |
|
|
2,403 |
|
Inventory |
|
|
2,005 |
|
Other current assets |
|
|
463 |
|
Property and equipment |
|
|
1,780 |
|
Right of use asset |
|
|
1,980 |
|
Other long-term assets |
|
|
312 |
|
Intangible assets |
|
|
72,454 |
|
Total estimated fair value of assets acquired |
|
|
83,132 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
282 |
|
Accrued expenses and other current liabilities |
|
|
2,961 |
|
Deferred revenues |
|
|
3,681 |
|
Lease liabilities |
|
|
2,257 |
|
Deferred tax liability |
|
|
1,885 |
|
Total estimated fair value of liabilities assumed |
|
|
11,066 |
|
|
|
|
|
Net Assets Acquired |
|
|
72,066 |
|
|
|
|
|
Goodwill |
|
$ |
152,543 |
|
The following table summarizes the consideration paid for Robo-Team and the preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
(dollars in thousands) |
|
|
|
Purchase price consideration |
|
|
|
Cash |
|
$ |
81,653 |
|
|
|
|
|
Estimated fair value of assets acquired: |
|
|
|
Cash and cash equivalents and restricted cash |
|
|
2,327 |
|
Accounts receivable |
|
|
424 |
|
Inventory |
|
|
5,682 |
|
Other current assets |
|
|
1,393 |
|
Property and equipment |
|
|
151 |
|
Right of use asset |
|
|
1,276 |
|
Intangible assets |
|
|
30,803 |
|
Other long-term assets |
|
|
344 |
|
Total estimated fair value of assets acquired |
|
|
42,400 |
|
|
|
|
|
Estimated fair value of liabilities assumed: |
|
|
|
Accounts payable |
|
|
1,835 |
|
Accrued expenses and other current liabilities |
|
|
973 |
|
Deferred revenues |
|
|
735 |
|
Lease liabilities |
|
|
1,434 |
|
Deferred tax liability |
|
|
- |
|
Total estimated fair value of liabilities assumed |
|
|
4,977 |
|
|
|
|
|
Net Assets Acquired |
|
|
37,423 |
|
|
|
|
|
Goodwill |
|
$ |
44,230 |
|
|