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Maxwell Acquisition | 6 Months Ended
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Jun. 30, 2019
Business Combinations [Abstract] |
Maxwell Acquisition | Note 3 – Maxwell Acquisition On May 16, 2019 (the “Acquisition Date”), we completed our strategic acquisition of Maxwell Technologies, Inc. (“Maxwell”), an energy storage and power delivery products company, for its complementary technology and workforce. Pursuant to the related Agreement and Plan of Merger (the “Merger Agreement”), each issued and outstanding share of Maxwell common stock was converted into 0.0193 (the “Exchange Ratio”) shares of our common stock. In addition, Maxwell’s stock option awards and restricted stock unit awards were assumed by us and converted into corresponding equity awards in respect of our common stock based on the Exchange Ratio, with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to the acquisition. Fair Value of Purchase Consideration The Acquisition Date fair value of the purchase consideration was $207.2 million (902,968 shares issued at $229.49 per share, the opening price of our common stock on the Acquisition Date) Fair Value of Assets Acquired and Liabilities Assumed We accounted for the acquisition using the purchase method of accounting for business combinations under ASC 805, Business Combinations. The total purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities based on their estimated fair values as of the Acquisition Date. As we finalize the fair value of assets acquired and liabilities assumed, additional purchase price adjustments may be recorded during the measurement period (a period not to exceed 12 months). Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materially impact our results of operations. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates. The finalization of the purchase accounting assessment may result in a change in the valuation of the intangible assets acquired and the related taxes, which may have a material impact on our results of operations and financial position. The preliminary allocation of the purchase price is based on management’s estimate of the Acquisition Date fair values of the assets acquired and liabilities assumed, as follows (in thousands):
Assets acquired: |  |  |  |
Cash and cash equivalents |  | $ | 31,662 |
Accounts receivable |  |  | 24,157 |
Inventory |  |  | 32,080 |
Property, plant and equipment |  |  | 26,748 |
Operating lease right-of-use assets |  |  | 9,524 |
Intangible assets |  |  | 105,495 |
Prepaid expenses and other assets, current and non-current |  |  | 3,191 |
Total assets acquired |  |  | 232,857 |
Liabilities and equity assumed: |  |  |  |
Accounts payable |  |  | (9,547 | )
Accrued liabilities and other |  |  | (27,565 | )
Debt and financial leases, current and non-current |  |  | (43,870 | )
Deferred revenue, current |  |  | (1,345 | )
Other long-term liabilities |  |  | (13,871 | )
Additional paid-in capital |  |  | (8,051 | )
Total liabilities and equity assumed |  |  | (104,249 | )
Net assets acquired |  |  | 128,608 |
Goodwill |  |  | 78,614 |
Total purchase price |  | $ | 207,222 |
Goodwill represented the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to the expected synergies from integrating Maxwell’s technology into our automotive business as well as the acquired talent. Goodwill is not deductible for U.S. income tax purposes and is not amortized. Rather, we assess goodwill for impairment annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that it might be impaired, by comparing its carrying value to the reporting unit’s fair value. Identifiable Intangible Assets Acquired A preliminary assessment of the fair value of identified intangible assets and their respective useful lives are as follows (in thousands, except for estimated useful life):
|  | Fair Value |  |  | Useful Life (in years) |
Developed technology |  | $ | 102,095 |  |  |  | 9 |
Customer relations |  |  | 2,000 |  |  |  | 9 |
Trade name |  |  | 1,400 |  |  |  | 10 |
Total intangible assets |  | $ | 105,495 |  |  |  |  |
Maxwell’s results of operations since the Acquisition Date have been included within the automotive segment. Standalone and pro forma results of operations have not been presented because they were not material to the consolidated financial statements.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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