| Schedule of Consideration Transferred, the Assets Acquired and Resulting Deferred Tax |
The estimated fair value of the consideration transferred for MiX Telematics was $369,823 as of the Implementation Date, which consisted of the following:
| | | | | | | | | | (in thousands, except for share price and exchange ratio) | | April 2,
2024 | | Number of MiX Telematics ordinary shares outstanding | | 554,021 | | | Exchange ratio | | 0.12762 | Shares of Powerfleet common stock issued for MiX Telematics ordinary shares outstanding | | 70,704 | | | Powerfleet stock price* | | 5.12 | | Fair value of Powerfleet common stock transferred to MiX Telematics shareholders | | 362,005 | | | Replacement of acquiree’s equity awards by the acquirer** | | 7,818 | | Total fair value of consideration | | 369,823 | |
* Powerfleet’s closing share price on April 2, 2024. ** The portion of the fair-value-based measurement of the replacement award that is part of the consideration transferred in exchange for the acquiree equals the portion of the acquiree award that is attributable to pre-combination vesting. The estimated fair value of the consideration transferred for the FC Acquisition was $189,950 as of the FC Closing Date, which consisted of the following:
| | | | | | | | | (in thousands, except for share price) | | October 1, 2024 | Shares of Powerfleet common stock issued | | 4,286 | | | Powerfleet stock price* | | 4.98 | Fair value of Powerfleet common stock transferred | | 21,343 | | Cash consideration paid to former shareholders | | 16,225 | | Repayment of Fleet Complete’s existing debt | | 152,382 | | Total fair value of consideration | | 189,950 | |
* Powerfleet’s closing share price on October 1, 2024.
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| Schedule of Preliminary Allocation of Purchase Price |
The allocation of purchase price was as follows (in thousands):
| | | | | | | | | | | April 2,
2024 | | Assets acquired: | | | | Cash and cash equivalents | | $ | 26,737 | | | Restricted cash | | 794 | | | Accounts receivable, net | | 24,250 | | | Inventory, net | | 4,142 | | | Prepaid expenses and other current assets | | 8,886 | | | Fixed assets, net | | 35,587 | | | Intangible assets, net | | 153,000 | | | Right-of-use asset | | 3,794 | | | Deferred tax assets | | 1,093 | | | Other assets | | 973 | | | Total assets acquired | | $ | 259,256 | | | | | | Liabilities assumed: | | | | Short-term bank debt and current maturities of long-term debt | | $ | 20,158 | | | Accounts payable and accrued expenses | | 26,400 | | | Deferred revenue - current | | 6,394 | | | Lease liability - current | | 859 | | | Income taxes payable | | 355 | | | Lease liability - less current portion | | 2,852 | | | Deferred tax liability | | 48,725 | | | Other long-term liabilities | | 484 | | | Total liabilities assumed | | $ | 106,227 | | | | | | Total identifiable net assets acquired | | $ | 153,029 | | | Non-controlling interest | | (5) | | | Goodwill | | 216,799 | | | Purchase price consideration | | $ | 369,823 | |
The preliminary allocation of purchase price was as follows (in thousands):
| | | | | | | | | | | October 1, 2024 | | Assets acquired: | | | | Cash and cash equivalents | | $ | 3,964 | | | Accounts receivable, net | | 19,990 | | | Inventory, net | | 6,598 | | | | | | Prepaid expenses and other current assets | | 9,144 | | | Fixed assets, net | | 3,693 | | | Intangible assets, net | | 101,261 | | Identifiable intangible assets acquired | | 99,000 | | Computer software | | 2,261 | | | Right-of-use asset | | 2,823 | | | Deferred tax assets | | — | | Other assets | | 4,555 | | | Total assets acquired | | $ | 152,028 | | | | | | Liabilities assumed: | | | | Accounts payable and accrued expenses | | 30,857 | | | Deferred revenue - current | | 3,088 | | | Lease liability - current | | 2,965 | | Deferred revenue - less current portion | | 1,118 | | | Lease liability - less current portion | | 75 | | Accrued severance payable | | 216 | | Deferred tax liability | | 5,599 | | | Other long-term liabilities | | 405 | | | Total liabilities assumed | | $ | 44,323 | | | | | | Total identifiable net assets acquired | | $ | 107,705 | | | Goodwill | | 82,245 | | | Purchase price consideration | | $ | 189,950 | |
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| Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination |
The following table sets forth the fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:
| | | | | | | | | | | | | | | | (in thousands) | Fair value | | Weighted average useful lives | | Trade name | $ | 10,000 | | | 14 | years | | Developed technology | 30,000 | | | 5 | years | | Customer relationships | 113,000 | | | 13 | years | | $ | 153,000 | | | | |
The following table sets forth estimated fair values of the components of the identifiable intangible assets acquired and their estimated useful lives:
| | | | | | | | | | | | | | | | (in thousands) | Fair value | | Weighted average useful lives | | Trade name | $ | 4,000 | | | 4.5 | years | | Developed technology | 25,000 | | | 5.5 | years | | Customer relationships | 70,000 | | | 9.5 | years | | $ | 99,000 | | | | |
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| Schedule of Reconciliation of Acquisition, Net of Cash Assumed |
The following table is a reconciliation of acquisition, net of cash assumed in the Consolidated Statement of Cash Flows (in thousands):
| | | | | | MiX Combination: | | Cash and cash equivalents | $ | 26,737 | | Restricted cash | 794 | | FC Acquisition: | | Cash consideration paid to former shareholders | (16,225) | | Repayment of Fleet Complete’s existing debt | (152,382) | | Cash and cash equivalents | 3,964 | | Restricted cash | — | | Acquisition, net of cash assumed | $ | (137,112) | |
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