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ACQUISITIONS (Tables)
9 Months Ended
Sep. 30, 2016
Acquisitions  
Schedule of the preliminary purchase price allocation

 

 

 

Consideration Transferred

$
112,301

 

Non-controlling interests

221

 

Total value to allocate

112,522

 

 

 

 

Preliminary Purchase price allocation:

 

 

Cash

4,229

 

Accounts receivable

6,553

 

Materials & supplies

6,533

 

Other current assets

2,286

 

Property, plant and equipment

108,284

 

Telecommunication licenses

7,623

 

Goodwill

20,586

 

Intangible assets

7,800

 

Other Assets

4,394

 

Accounts payable and accrued liabilities

(15,889)

 

Advance payments and deposits

(7,793)

 

Deferred tax liability

(2,935)

 

Pension and other postretirement benefit liabilities

(29,149)

 

Net assets acquired

$
112,522

 

 

Schedule of pro forma results of operations

Amounts are presented in thousands, except per share data:

 

Schedule of funded status of the pension plans

The Company also acquired Innovative’s pension and other postretirement benefit plans as part of the transaction.  The plans cover employees located in the U.S. Virgin Islands and consist of noncontributory defined benefit pension plans and noncontributory defined medical, dental, vision and life benefit plans.  As noted above, the contractual purchase price included an adjustment related to the funded status of Innovative’s pension and other postretirement benefit plans.  As contemplated by the transaction, the Company will contribute approximately $27.8 million during the fourth quarter of 2016 to certain Innovative pension and other postretirement benefit plans.  Due to the Company’s intent and the specific nature of this commitment, the amount is classified as restricted cash at September 30, 2016.  The funded status of the pension plans as of June 30, 2016 is detailed in the table below (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Defined Benefit Pension Plans

 

Other Postretirement Benefit Plans

Fair value of plan assets

$

45,117

 

$

 -

 

Benefit obligations

 

69,178

 

 

5,472

 

Funded status at June 30, 2016

$

(24,061)

 

$

(5,472)

 

 

KeyTech and BDC  
Acquisitions  
Schedule of assessment of total acquisition costs to net assets based on acquisition date fair values

The table below represents the allocation of the consideration transferred to the net assets of KeyTech and incremental interest acquired in BDC based on their acquisition date fair values (in thousands):

 

 

 

 

 

 

Consideration Transferred

 

 

Cash consideration - KeyTech

$
34,518

 

Cash consideration - BDC

7,045

 

Total consideration transferred

41,563

 

Non-controlling interests - KeyTech

32,909

 

Total value to allocate

$
74,472

 

Value to allocate KeyTech

67,427

 

Value to allocate - BDC

7,045

 

 

 

 

Purchase price allocation KeyTech:

 

 

Cash

8,185

 

Accounts receivable

6,451

 

Other current assets

3,241

 

Property, plant and equipment

100,892

 

Identifiable intangible assets

10,590

 

Other long term assets

3,464

 

Accounts payable and accrued liabilities

(16,051)

 

Advance payments and deposits

(6,683)

 

Current debt

(6,429)

 

Long term debt

(28,929)

 

Net assets acquired

74,731

 

 

 

 

Gain on KeyTech bargain purchase

$
7,304

 

 

 

 

Purchase price allocation BDC:

 

 

Carrying value of BDC non-controlling interest acquired

2,940

 

 

 

 

Excess of purchase price paid over carrying value of non-controlling interest acquired

$
4,105

 

 

Vibrant Energy  
Acquisitions  
Schedule of assessment of total acquisition costs to net assets based on acquisition date fair values

The table below represents the allocation of the consideration transferred to the net assets of Vibrant Energy based on their acquisition date fair values (in thousands):

 

 

 

Consideration Transferred

$
6,193

 

 

 

 

Purchase price allocation:

 

Cash

$
136

Prepayments and other assets

636

Property, plant and equipment

7,321

Accounts payable and accrued liabilities

(5,179)

Goodwill

3,279

Net assets acquired

$
6,193