Preliminary Purchase Price Allocation. These pro forma adjustments include a preliminary allocation of the estimated purchase price required under the Merger Agreement to the estimated fair value of assets acquired and liabilities assumed at the Closing Date, with the excess recorded as Goodwill; however, a detailed analysis has not been completed and actual results may differ from these estimates. The final allocation of the purchase price required under the Merger Agreement could differ materially from the preliminary allocation primarily because market prices, interest rates and other valuation variables will fluctuate over time and be different at the Closing Date compared to the amounts assumed for these pro forma adjustments. The following is a summary of the estimated purchase price required under the Merger Agreement and preliminary purchase price allocation giving effect to the Merger as if it had been completed on April 30, 2019: (in thousands) As of Apr. 30, 2019 Estimated cash consideration for Merger $ 2,028,479 Fair value of existing equity investment in WageWorks 77,400 Estimated purchase consideration $ 2,105,879 Cash $ 598,330 Short-term investments 183,603 Trade receivables, net 114,426 Other current assets 30,822 Property, plant and equipment, net 74,378 Operating lease ROU assets 24,095 Intangible assets, net 700,000 Goodwill 1,292,660 Other assets 33,300 Total assets acquired 3,051,614 Accounts payable, accrued expenses and other current liabilities (107,009 ) Operating lease liabilities (36,524 ) Customer obligations (660,437 ) Deferred tax liability (136,992 ) Other long-term liabilities (4,773 ) Fair value of net assets acquired $ 2,105,879 WageWorks’s long-term debt includes change-of-control provisions and therefore will be paid off prior to the Closing Date and will not be assumed by HealthEquity.
Preliminary Purchase Price Allocation. The purchase price for the Acquisition has been allocated to the assets acquired and liabilities assumed for purposes of the unaudited pro forma condensed combined financial information based on their estimated relative fair values. The purchase price allocation herein is preliminary. The final purchase price allocation will be determined after completion of a thorough analysis to determine the fair value of all assets acquired and liabilities assumed but in no event later than one year following completion of the acquisition. Accordingly, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. Any increase or decrease in the fair value of the assets acquired and liabilities assumed, as compared to the information shown herein, could also change the portion of purchase price allocated to goodwill and could impact the operating results of the Company following the acquisition due to differences in purchase price allocation, depreciation and amortization related to some of these assets and liabilities. The acquisition-date fair value of the consideration transferred is as follows (in thousands, except per share amounts): Common shares issued 15,543 Closing price per share of TransEnterix common stock on September 18, 2015 $ 2.81 $ 43,677 Cash consideration 25,000 Contingent consideration 24,300 Total consideration $ 92,977 Contingent consideration is recorded as a liability and measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones and an estimated discount rate commensurate with the risks of the expected cash flows attributable to the various milestones. The material factors that may impact the fair value of the contingent consideration, and therefore this liability, are the probabilities of achieving the related milestones and the discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value, respectively, and commensurate changes to this liability. The fair value of the contingent consideration, and the associated liability relating to the contingent consideration at each reporting date, will be updated by reflecting the changes in fair value reflected in the Company’s statement of operations. The Acquisition was accounted for as a business combination under the acquisition method of accounting ...
Preliminary Purchase Price Allocation. Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Ixia are recorded at the Merger date fair values and added to those of Keysight. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger. The final determination of the purchase price allocation, upon the consummation of the Merger, will be based on Ixia’s net assets acquired as of the date of the Merger and will depend on a number of factors that cannot be predicted with any certainty at this time. Therefore, the actual allocations will differ from the pro forma adjustments presented. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below. The following table sets forth a preliminary allocation of the estimated Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Ixia based on Ixia’s December 31, 2016 consolidated balance sheet, with the excess recorded as goodwill (amounts in millions): Preliminary allocation of Estimated Merger Consideration: Book value of Ixia’s net assets as of the pro forma Merger date $ 511 Adjustments to historical net book value: Inventory 83 7[a] Property, plant and equipment 15 7[b] Intangible assets 667 7[c] Long-term deferred tax assets (9 ) 7[d] Employee compensation and benefits 2 [5] Other accrued liabilities 1 7[e] Deferred revenue 66 7[f] Long-term deferred revenue 18 7[f] Other long-term liabilities (267 ) 7[d]; 7[e] Adjusted book value of Ixia’s net assets as of the pro forma Merger date 1,087 Adjustment to goodwill 594 [5] Historical goodwill of Ixia 339 Goodwill attributable to the Merger $ 933 Goodwill represents the excess of the preliminary estimated Merger Consideration over the fair value of the underlying net assets acquired. Goodwill is not amortized but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to planned growth in new mark...
Preliminary Purchase Price Allocation. For the purpose of the unaudited pro forma condensed combined financial statements, the purchase price of Muuto has been allocated to the Company’s tangible and identifiable intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the net tangible and identifiable intangible assets will be recorded as goodwill. The preliminary allocation of purchase price is based upon a valuation undertaken by the Company and is subject to change during the measurement period. These changes, including those resulting from conforming Xxxxx’s accounting policies to those of the Company, could differ materially from the pro forma adjustments presented herein and could result in material variances between the Company’s future financial results and the amounts presented in the unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with them. The Company expects to continue to obtain information to assist it in determining the fair value of the net assets acquired at the Muuto Acquisition date and during the measurement period. The Company’s preliminary purchase price allocation for Muuto based on the estimated fair values as of December 31, 2017 is as follows (in thousands): Cash $ — Customer receivables 10,051 Inventory 13,536 Other current assets 1,096 Property, plant, and equipment, net 1,253 Intangible assets 131,244 Other non-current assets 309 Accounts payable 6,584 Other current liabilities 11,427 Deferred income taxes 29,744 Fair value of net acquired identifiable assets and liabilities $ 109,734 Purchase price $ 307,503 Less: Fair value of net acquired identifiable assets and liabilities 109,734 Goodwill $ 197,769 Currently, the Company has not recorded any pre-acquisition contingencies related to Muuto as of the acquisition date; however, the Company continues to gather information and to evaluate whether any pre-acquisition contingencies have been assumed. If identified, such amounts will be included in the purchase price allocation at their fair value and will result in additional goodwill.
Preliminary Purchase Price Allocation. Refer to the table below for the preliminary calculation of estimated value of the acquisition consideration: (in thousands, except per share amounts) NOTE Amount (Rounded) Cash consideration: Cash consideration paid to Vilex and Orthex stockholders pursuant to the equity interest purchase agreement $ 40,210 Share consideration: OrthoPediatrics common shares issued 245,352 Volume weighted average share price of OrthoPediatrics for the 30 days ending on May 30, 2019 $ 40.76 Estimated value of OrthoPediatrics common shares issued to Vilex and Orthex equity holders pursuant to the equity interest purchase agreement 10,000 Estimated payment of Vilex Companies transaction related costs 261 Fund escrow and payment of related agent fees (ii) 3,001 Working capital adjustment 275 Preliminary fair value of estimated total acquisition consideration $ 60,276
Preliminary Purchase Price Allocation. The Merger will be accounted for as an acquisition in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) which requires the allocation of purchase consideration to the fair value of the identified assets acquired and liabilities assumed upon consummation of a business combination. The preliminary allocation of the purchase price over the fair value of the identified assets to be acquired and liabilities to be assumed upon consummation of the Merger is as follows: Purchase price (in cash) $ 2,314,559 Cash and cash equivalents 236,513 Accounts receivable, net 155,484 Unbilled revenue 13,200 Other current assets 10,438 Property and equipment, net 9,341 Intangible assets, net 754,000 Other non-current assets, net 1,862 Right of use assets 10,809 Deferred tax asset (187,692) Goodwill 1,479,018 Current liabilities (147,268) Deferred revenue, current (3,865) Deferred tax liabilities (1,097) Lease liabilities (11,250) Other long term liabilities (4,934) Net assets acquired $ 2,314,559 The excess of the purchase price over the fair value of the assets to be acquired and liabilities to be assumed is presented as goodwill in the unaudited pro forma condensed combined balance sheet. The final allocation of the purchase price will be dependent on a number of factors, including the final valuation of the fair value of tangible and identifiable intangible assets acquired and liabilities assumed as of the closing date of the Merger. Accordingly, the preliminary purchase price allocation and acquisition accounting reflected in the unaudited pro forma condensed combined financial information have been made solely for the purpose of preparing these statements and may change upon the receipt of additional and more detailed information. Such changes could result in a material change to the unaudited pro forma condensed combined financial information. Note 4 – RECLASSIFICATION ADJUSTMENTS The unaudited pro forma condensed combined financial information has been adjusted to reflect certain reclassifications of NIC's historical financial information to conform to the Company’s financial statement presentation as shown in the table below: Presentation in NIC's historical statement of operations Amounts Presentation in the unaudited pro forma condensed combined statement of operations Amounts
Preliminary Purchase Price Allocation. The preliminary Purchase Price allocation is attached as Exhibit 3.5 hereto, though it is subject to change based on actual circumstances at the time of filing an allocation statement. Lincare and the Company shall file, in accordance with the Internal Revenue Code of 1986, as amended, an asset allocation statement on Form 8594 with its federal income tax return for the tax year in which the Closing Date occurs and shall contemporaneously provide the other parties with a copy of the Form 8594 being filed. Such allocations on Form 8594 shall be materially consistent with the preliminary allocation on Exhibit 3.5, and no party shall take a materially inconsistent position in reporting the allocation for any tax reporting purposes. The preliminary purchase price allocation set forth on Exhibit 3.5 shall also set forth an allocation by state where necessary to calculate applicable state sales or transfer taxes applicable to this transaction.
Preliminary Purchase Price Allocation. The Acquisition was accounted for under the purchase method of accounting and is being treated as a business combination in accordance with IFRS. The purchase price was preliminarily allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The Company expects to finalize the purchase price allocation within the context of its 2022 yearend reporting. The acquisition consideration was comprised of (in thousands): Cash $ 25,000 Stock 5,000 Contingent consideration (1) 43,777 Total acquisition consideration $ 73,777
Preliminary Purchase Price Allocation. The Acquisition was accounted for using the acquisition method of accounting using the accounting guidance in Accounting Standards Codification 805, Business Combinations. The purchase price for the Acquisition was cash of $4,250,000, subject to certain adjustments such as potential deductions for indebtedness and other transaction related expenses and bonuses. In addition, subject to the financial performance of ExtenData in each of the two years following closing, the Company may pay the sellers a total of up to an additional $750,000 in earn out payments. The preliminary purchase price allocation is subject to change due to changes in the estimated fair value of ExtenData’s assets acquired and liabilities assumed as of the date of the transaction, resulting from the finalization of the Company’s detailed valuation analysis. The preliminary purchase price allocation of ExtenData as of September 30, 2020 is as follows (in thousands): Preliminary Purchase Price Allocation Cash and cash equivalents $ 1,457 Accounts receivable, net 1,278 Prepaid expenses and other current assets 29 Property and equipment, net 543 Intangible assets 3,479 Accounts payable (1,388 ) Accrued expenses and other current liabilities (164 ) Deferred revenue (497 ) Current portion of debt (413 ) Identifiable net assets acquired 4,324 Goodwill 676 Total consideration $ 5,000 Note 3: Pro Forma Adjustments The following adjustments have been made to the accompanying unaudited pro forma condensed consolidated financial statements:
Preliminary Purchase Price Allocation. Altair completed the acquisition of Datawatch for consideration of approximately $183.9 million which consisted of consideration paid to former holders of common stock of Datawatch at $13.10 a share, or $168.2 million, approximately $6.7 million to former holders of outstanding Datawatch restricted stock awards where vesting accelerated immediately prior to the merger based on change-in-control provisions in the original award, and $8.5 million to settle Datawatch debt. In addition, Altair incurred a liability of approximately $0.5 million payable to former holders of unvested Datawatch equity awards for which service had been rendered at the acquisition date. Altair financed the acquisition with cash on hand and a drawdown of $30 million on its existing credit facility. The acquisition of Datawatch has been accounted for as a business combination, under the acquisition method of accounting, which results in acquired assets and assumed liabilities being measured at their estimated fair values as of December 13, 2018, the acquisition date. As of the acquisition date, goodwill is measured as the excess of consideration transferred over the estimated fair values of the net acquisition date fair values of the assets acquired and liabilities assumed. The preliminary acquisition date fair value of the consideration transferred for Datawatch was approximately $183.9 million which consisted of the following (in thousands): Fair Value Cash paid to equity holders $ 168,168 Xxxx paid to settle RSUs and stock options vested at acquisition date 6,723 Liability assumed for cash-settled restricted awards 536 Cash paid for outstanding acquiree debt 8,484 $ 183,911 The following table summarizes the preliminary estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): Fair Value Cash $ 13,735 Accounts receivable 9,802 Other assets 4,259 Property and equipment 1,047 Intangible assets 46,400 Goodwill 128,045 Accounts payable, accrued expenses, and other liabilities (5,654 ) Deferred revenue (5,327 ) Other long term liabilities (8,396 ) Net assets acquired $ 183,911 The excess of preliminary fair value of purchase consideration over the preliminary fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The preliminary fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The prelimina...
