AI Content Chat (Beta) logo

Table of Contents WEWORK COMPANIES INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 way for members and employees to expand their knowledge and skill set. We believe this acquisition will allow WeWork members to access both an educational platform and knowledgeable and highly skilled coders. During 2017, the Company acquired 100% of the equity of three other businesses, in various lines of business, for total consideration of approximately $33.9 million. The total consideration included $23.2 million in cash, $3.9 million in Class A Common Stock, and $6.8 million in Series G Preferred Stock. At closing, $5.0 million of the cash and $2.3 million of the equity acquisition consideration were held back and are included in other current liabilities and additional paid-in capital, respectively, on the accompanying consolidated balance sheets as of December 31, 2017. As of December 31, 2018, all holdbacks had been released. All 2018 and 2017 acquisitions were accounted for as business combinations and the total consideration was allocated to the identifiable assets acquired and liabilities assumed based on their fair values (using primarily Level 3 inputs) as of the closing date of each acquisition, with amounts exceeding the net fair value recognized as goodwill. The goodwill is non-tax deductible and primarily attributable to expected synergies from the integration of the operations of the acquired companies and WeWork. Preliminary purchase price allocations are finalized upon post-closing procedures. These business acquisitions were not material to our consolidated financial statements, either individually or in the aggregate. Accordingly, pro forma results of these business acquisitions have not been presented. During the year ended December 31, 2018, the Company released acquisition holdbacks of $14.4 million of cash, $1.7 million of Class A Common Stock (representing 65,515 shares of Class A Common Stock) and $24.3 million of preferred stock (representing 49,152 shares of Series G Preferred Stock, 338,324 shares of Series AP-1 Preferred Stock and 878 shares of Series AP-2 Preferred Stock) relating to acquisitions following the satisfaction of requirements per the terms of the relevant acquisition agreements. During the year ended December 31, 2017, no holdback amounts were released. During the years ended December 31, 2016, 2017 and 2018, the Company incurred transaction costs relating to acquisitions totaling none, $1.6 million and $7.0 million, respectively. Note 7. Goodwill Goodwill includes the following activity during the years ended December 31, 2017 and 2018: Year Ended December 31, (Amounts in thousands) 2017 2018 Balance at beginning of period $ 5,317 $ 156,117 Goodwill acquired 150,330 553,458 Other measurement period adjustments — (1,471) Effect of foreign currency exchange rate changes 470 (27,087) Balance at end of period $ 156,117 $ 681,017 F-31

S1 - WeWork Prospectus - Page 275 S1 - WeWork Prospectus Page 274 Page 276