Green Dot 2015 Annual Report Download - page 75

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69
Note 3—Business Acquisitions (continued)
The following table summarizes the purchase price consideration.
Consideration
(In thousands)
Cash, including proceeds from Term Loan $ 204,471
Fair value of shares of Class A common stock issued 134,074
Fair value of contingent consideration 20,000
Total consideration $ 358,545
The allocation of the initial purchase price was as follows:
October 23, 2014
(In thousands)
Assets:
Cash and cash equivalents $ 2,154
Accounts receivable, net 1,883
Prepaid expenses and other assets 642
Property and equipment, net 5,590
Intangible assets 251,500
Goodwill 100,892
Total assets: 362,661
Liabilities:
Accounts payable and other liabilities 2,045
Other liabilities 2,071
Total liabilities: 4,116
Net assets acquired $358,545
Goodwill of $100.9 million represents the excess of the purchase price over the estimate of the fair value of the
underlying identifiable tangible and intangible assets acquired and liabilities assumed. The goodwill arises from the
opportunity for synergies and economies of scale from the combined companies, and expanding our reach into TPG's
core customer segment by adding our financial products and services. Although the goodwill is not amortized for
financial reporting purposes, it is anticipated that substantially all of the goodwill will be deductible for federal tax
purposes over the statutory period of 15 years. During the year ended December 31, 2015, we recorded a subsequent
purchase accounting adjustment for approximately $0.6 million for additional identified accrued liabilities that existed
at the time of acquisition, with a corresponding adjustment to goodwill. As of December 31, 2015, the measurement
period for our purchase accounting related to TPG was closed.
Intangible assets consist primarily of customer relationships and trade name of $215.0 million and $36.5 million,
respectively. Each are amortized over their estimated useful lives of 15 years.
The operating results for the period from October 24, 2014 to December 31, 2014 of TPG are included in our
consolidated statements of operations for the year ended December 31, 2014. Revenues and net losses for this period
were $0.4 million and $7.6 million, respectively. TPG did not contribute a material amount of revenue during this period
because TPG earns substantially all of its revenues and income during the tax season (January through April).
We incurred transaction costs of approximately $6.2 million in connection with the acquisition, which are included
in other general and administrative expenses on our consolidated statement of operations for the year ended December
31, 2014.