On August 31, 2022 (“Quixote Acquisition Date”), the Company acquired 100% of the equity interests in Quixote, which rents sound stages, cast trailers and trucks and other equipment essential for media content production and will expand the Company’s service offerings for its studio platform.

The following table summarizes the Quixote Acquisition Date fair value of the consideration transferred in connection with the acquisition:

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Quixote Acquisition Date, which are provisional measurements and subject to change:


Cash and cash equivalents	$	5,780
Accounts receivable	7,238
Prepaid expenses and other assets	3,788
Investment in real estate(1)	47,741
Non-real estate property, plant and equipment	65,939
Intangible assets	76,900
Operating lease right-of-use assets	106,115
Total assets acquired	313,501

Accounts payable, accrued liabilities and other	$	12,700

Operating lease liabilities	95,112

Total liabilities assumed	107,812

Net identifiable assets acquired	$	205,689
Goodwill	153,409
NET ASSETS ACQUIRED	$	359,098

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Of the $76.9 million of intangible assets acquired as part of the Quixote acquisition, $28.6 million was assigned to the registered trade name, which is not subject to amortization. The remaining $48.3 million of acquired intangible assets includes customer relationships of $45.4 million (seven-year useful life) and non-compete agreements of $2.9 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years.

Goodwill of $153.4 million for the Quixote acquisition was recognized in connection with the transaction. The goodwill recognized is attributable to expected synergies and the assembled workforce of Quixote. The goodwill has been allocated to the studio reporting unit. Goodwill is deductible for tax purposes and, as a result, deferred taxes have been recorded.

During the year ended December 31, 2022, the Company recognized acquisition-related costs of $8.7 million for the Quixote acquisition. These costs are included in transaction-related expenses on the Consolidated Statement of Operations.

The amounts of revenue and loss from operations of Quixote included in the Company’s Consolidated Statement of Operations from the Quixote Acquisition Date to December 31, 2022 are as follows:

The following represents the pro forma Consolidated Statements of Operations as if the results of operations of Quixote had been included in the consolidated results of the Company for the years ended December 31, 2022 and 2021:

The amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Quixote to reflect the additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had been applied on January 1, 2021.

On August 16, 2021 and August 31, 2021 (each an “Acquisition Date” individually, and collectively, the “Acquisition Dates”), the Company acquired 100% of the equity interests in Zio and Star Waggons, respectively. The acquired businesses provide transportation and logistics services to studio productions and their acquisition will expand the Company’s service offerings for its studio platform.

The following table summarizes the Acquisition Date fair value of the consideration transferred in connection with the acquisitions:

The terms of the Zio securities purchase agreement require the Company to pay up to $35.0 million of additional consideration (the “earnout”) to the business’s former shareholders, subject to certain performance thresholds being met, of which $15.0 million has been paid through December 31, 2022. As of December 31, 2022, the fair value of the remaining earnout liability was $9.3 million.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the respective Acquisition Dates:


	Zio		Star Waggons
Cash and cash equivalents	$	1,084	$	300
Accounts receivable	3,001		4,185
Prepaid expenses and other assets	1,509		1,605
Non-real estate property, plant and equipment	23,399		25,000
Intangible assets	41,670		33,480

Total assets acquired	70,663		64,570

Accounts payable, accrued liabilities and other	$	1,498	$	1,913
Intangible liabilities	—		110


Total liabilities assumed	1,498		2,023

Net identifiable assets acquired	$	69,165	$	62,547
Goodwill	70,576		30,109
NET ASSETS ACQUIRED	$	139,741	$	92,656

Of the $41.7 million of intangible assets acquired as part of the Zio acquisition, $8.5 million was assigned to the registered trade name, which is not subject to amortization. The remaining $33.2 million of acquired intangible assets includes customer relationships of $30.0 million (seven-year useful life) and non-compete agreements of $3.0 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years.

Of the $33.5 million of intangible assets acquired as part of the Star Waggons acquisition, $8.6 million was assigned to the registered trade name, which is not subject to amortization. The remaining $24.9 million of acquired intangible assets includes customer relationships valued at $22.5 million (seven-year useful life) and non-compete agreements valued at $2.3 million (five-year weighted-average useful life). The finite-lived intangible assets are subject to a weighted-average useful life of approximately seven years.

Goodwill of $70.6 million and $30.1 million for the Zio and Star Waggons acquisitions, respectively, was recognized on the respective Acquisition Dates. The goodwill recognized is attributable to the expected synergies and the assembled workforce of Zio and Star Waggons. The goodwill has been allocated to the studio services reporting unit. Goodwill is deductible for tax purposes and as a result, deferred taxes have been recorded. As of December 31, 2022, there were no changes in the recognized amounts of goodwill resulting from these acquisitions.

During the year ended December 31, 2021, the Company recognized acquisition-related costs of $3.4 million and $2.4 million for the Zio and Star Waggons acquisitions, respectively. These costs are included in transaction-related expenses on the Consolidated Statement of Operations.

The amounts of revenue and income from operations of Zio and Star Waggons included in the Company’s Consolidated Statements of Operations from each respective Acquisition Date to December 31, 2021 are as follows:

The following represents the pro forma Consolidated Statements of Operations as if the results of operations of Zio and Star Waggons had been included in the consolidated results of the Company for the years ended December 31, 2021 and 2020: