TeleNav 2015 Annual Report Download - page 116

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Table of Contents
The following table reflects the values of the assets acquired and liabilities assumed as of the acquisition date (in thousands):
We determined the fair value of developed technology to be $5.1 million , which is being amortized using the straight-
line method over the
estimated life of three years . Developed technology is included in goodwill and intangible assets, net of amortization on the consolidated
balance sheet. Goodwill of $14.3 million was recorded as the excess of the fair value of the purchase consideration over the fair value of the net
assets acquired. This asset is attributed to buyer-specific value resulting from synergies that are not included in the fair value of tangible and
identified intangible assets. No goodwill was deemed to be deductible for income tax purposes.
Included in the purchase consideration of $18.4 million was $2.7 million in cash that was withheld and deposited in escrow to satisfy
potential indemnification claims. In January 2014, the $2.7 million held in escrow was paid to Thinknear stockholders.
11. Sale of enterprise business
On April 16, 2013, we completed the sale of our enterprise business to FleetCor for $10.0 million in cash. In connection with the
completion of the transaction, 50 of our employees became employees of FleetCor.
We entered into an asset purchase agreement with FleetCor on March 12, 2013, which was amended and restated on April 16, 2013. The
amended and restated asset purchase agreement, or the Agreement, included customary representations, warranties and covenants, including a
license permitting FleetCor to utilize certain of our intellectual property. Upon closing, $1.3 million of the purchase price was held back by
FleetCor and was maintained for a period of twelve months to satisfy any amounts owed by us to FleetCor pursuant to our obligations under the
Agreement, including indemnification provisions. As of June 30, 2013, $1.3 million
was recorded in prepaid expenses and other current assets in
our balance sheet. We received payment of the $1.3 million in May 2014.
In connection with the sale, we entered into a transition services agreement, pursuant to which we continued to support certain aspects of
the enterprise business while that business was transitioned to FleetCor, and a noncompetition agreement, pursuant to which we agreed not to
compete with FleetCor in certain business areas related to the enterprise business for three years .
Our continuing involvement through the transition services agreement with FleetCor was determined to be insignificant. Accordingly, the
results of operations of our enterprise business have been classified as discontinued operations in our statement of operations for all periods
presented.
We recorded a gain of $6.5 million on the sale of our enterprise business, net of tax, in fiscal 2013. The gain is included in discontinued
operations in our statement of operations.
12. Restructuring costs
In the fourth quarter of fiscal 2014, in order to further align our resources and consolidate facilities, we initiated a restructuring plan
consisting of the elimination of 108 full-time positions in the U.S. and China and we recorded restructuring charges of $2.4 million related to
severance and benefits for the positions eliminated. Earlier in fiscal 2014, we commenced our consolidation of our Sunnyvale, California
headquarters facilities from two buildings into one , and during the fourth quarter we closed our Boston, Massachusetts office. As a result, we
recorded restructuring charges of $2.0 million related to the impairment of the facility leases. Restructuring expenses of $1.2 million incurred in
fiscal 2015 were associated with facility lease impairment in connection with the consolidation of our Sunnyvale headquarters facilities in fiscal
2014. In the fourth quarter of fiscal 2013, in order to better align and focus our resources around our strategic growth areas, we initiated a
restructuring plan consisting of the elimination of 83 full-time positions in the U.S. and China and we recorded restructuring
F-31
Cash
$
181
Accounts receivable
410
Other assets
259
Developed technology
5,100
Goodwill
14,343
Liabilities assumed
(1,858
)
Total value of assets acquired and liabilities assumed
$
18,435