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EX-23.1 - EX-23.1 - VIRTUSA CORPa16-10839_1ex23d1.htm
EX-99.1 - EX-99.1 - VIRTUSA CORPa16-10839_1ex99d1.htm
8-K/A - 8-K/A - VIRTUSA CORPa16-10839_18ka.htm

Exhibit 99.2

 

Virtusa Corporation

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On March 3, 2016 (the “Closing Date”), pursuant to a share purchase agreement (the “SPA”), dated as of November 5, 2015, by and among Virtusa Consulting Services Private Limited (“Virtusa India”), a subsidiary of Virtusa Corporation (“Virtusa” or the “Company”), Polaris Consulting & Services Limited (“Polaris”) and the Promoter Sellers named therein, as amended on February 25, 2016, the Company completed its previously announced purchase of 53,133,127 shares, or approximately 52.9% of the outstanding share capital (51.7% of the fully-diluted capitalization) of Polaris from certain Polaris shareholders for approximately $168.3 million in cash based at an Indian rupee to U.S. dollar conversion rate of 67.70 as of March 2, 2016.

 

On February 25, 2016, the Company entered into a credit agreement (the “Credit Agreement”) dated as of February 25, 2016, by and among the Company, its guarantor subsidiaries party thereto, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunners and lead arrangers. The Credit Agreement replaces the Company’s existing $25.0 million credit agreement with JP Morgan Chase Bank, N.A. and provides for a $100.0 million revolving credit facility and a $200.0 million delayed-draw term loan (together, the “Credit Facility”). In connection with the contemplated acquisition of Polaris, on February 25, 2016, the Company drew down the full $200.0 million of the term loan. Interest under these facilities accrues at a rate per annum of LIBOR plus 2.75%, subject to step-downs based on the Company’s ratio of debt to adjusted earnings before interest, taxes, depreciation, amortization, and stock compensation expense (“EBITDA”). The term of the Credit Agreement is five years from the Closing Date (as defined above), ending February 25, 2021.

 

Polaris (formerly known as Polaris Financial Technology Limited) is a public limited company domiciled in India.  Polaris was founded in 1993 and is headquartered in Chennai, India.  Polaris historically had two businesses, the “Product Business” and the “Service Business” that had been managed separately.  On September 15, 2014, the Madra High Court in India approved the spin-off of the Product Business pursuant to a Demerger Scheme of Arrangement effective April 1, 2014.  After the spin-off, Polaris is primarily engaged in providing IT services and IT-enabled services.  As a result, Polaris’s historical financial statements have been prepared for only the Service Business on a carve out basis, which represents the ongoing business that the Company acquired.

 

The following unaudited pro forma condensed combined balance sheet as of December 31, 2015, the unaudited pro forma condensed combined statement of income for the year ended March 31, 2015 and the nine months ended December 31, 2015, are based on the historical financial statements of Virtusa Corporation and carve-out combined financial statements of the Service business of Polaris Consulting and Services Limited. The unaudited pro forma condensed combined financial statements are presented as if the acquisition of Polaris had occurred as of December 31, 2015 for pro forma condensed combined balance sheet purposes and as if the acquisition of Polaris had occurred on April 1, 2014 for pro forma statement of income purposes.

 

In connection with the purchase and under applicable India Takeover rules, Virtusa Consulting Services Private Limited (“Virtusa India”) made an unconditional mandatory offer (the “Open Offer”) to the Polaris public shareholders to purchase up to an additional 26.0% of the outstanding shares of Polaris.  On April 6, 2016, the Open Offer settled for a total of 26,719,366 shares, or approximately 26% of the outstanding share capital for approximately $89.2 million based on December 31, 2015 exchange rate noted below.

 

Under applicable Indian rules on Takeovers, Virtusa is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital. Therefore, an additional $75,653 or 22.1% of outstanding shares are reflected in the the unaudited pro forma combined financial statements to reflect the maximum ownership of 75%.

 

The pro forma adjustments are based on preliminary information available at the time of this document. These preliminary estimates and assumptions are subject to change as the Company finalizes the valuations of the net tangible and intangible assets acquired and liabilities assumed in connection with its acquisition of Polaris.

 

The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the consolidated results of operations or financial position that the Company would have reported had the Polaris acquisition been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial position. The unaudited pro forma condensed combined financial statements do not reflect any operating efficiencies and/or cost savings that may be achieved in combining the companies. The unaudited pro forma condensed combined financial statements, including the notes thereto, should be read in conjunction with the Company’s historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended March 31, 2015, its Quarterly Report on Form 10-Q for the nine months ended December 31, 2015 and the financial statements of the Service Business of Polaris for the year ended March 31, 2015 and the nine months ended December 31, 2015 included herein.

 



 

VIRTUSA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(In thousands)

 

 

 

Virtusa

 

Polaris

 

Pro forma

 

Pro forma

 

 

 

 

 

December
31, 2015

 

December 31,
2015

 

Adjustments
Note 3

 

Adjustments
Note 4

 

Pro forma
Combined

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

119,742

 

$

40,941

 

$

8,881

(a)

 

 

$

107,686

 

 

 

 

 

 

 

185,523

(a)

 

 

 

 

 

 

 

 

 

 

(171,748

)(b)

 

 

 

 

 

 

 

 

 

 

 

 

$

(75,653

)

 

 

Short-term investments

 

59,374

 

12,499

 

 

 

71,873

 

Accounts receivable, net

 

93,708

 

40,254

 

 

 

133,962

 

Unbilled accounts receivable

 

22,591

 

27,124

 

3,805

(c)

 

53,520

 

Prepaid expenses

 

10,486

 

1,361

 

 

 

11,847

 

Deferred income taxes

 

7,764

 

3,313

 

 

 

11,077

 

Restricted cash

 

23,622

 

208

 

 

 

23,830

 

Other current assets

 

13,926

 

5,947

 

(759

)(f)

 

19,114

 

Total current assets

 

351,213

 

131,647

 

25,702

 

(75,653

)

432,909

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

40,617

 

32,101

 

43,895

(g)

 

116,613

 

Long-term investments

 

22,080

 

12,123

 

 

 

34,203

 

Investments in equity method investee

 

 

2,825

 

32

(e)

 

2,857

 

Deferred income taxes

 

4,842

 

707

 

(258

)(d)

 

5,291

 

Goodwill

 

76,432

 

36,047

 

(36,047

)(h)

 

216,488

 

 

 

 

 

 

 

140,056

(i)

 

 

 

 

Intangible assets, net

 

32,957

 

 

32,664

(i)

 

68,071

 

 

 

 

 

 

 

2,450

(i)

 

 

 

 

Other long-term assets

 

5,501

 

12,904

 

(378

)(f)

 

18,027

 

Total assets

 

$

533,642

 

$

228,354

 

$

208,116

 

$

(75,653

)

$

894,459

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

12,401

 

28,967

 

 

 

$

41,368

 

Accrued employee compensation and benefits

 

29,529

 

7,641

 

 

 

37,170

 

Accrued expenses and other current liabilities

 

31,408

 

14,001

 

8,881

(a)

 

53,545

 

 

 

 

 

 

 

(745

)(j)

 

 

 

 

Deferred income taxes

 

210

 

2,094

 

 

 

2,304

 

Income taxes payable

 

1,933

 

11,994

 

 

 

13,927

 

Total current liabilities

 

75,481

 

64,697

 

8,136

 

 

148,314

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes

 

1,958

 

16

 

27,377

(d)

 

29,351

 

Long-term debt

 

 

 

185,523

(a)

 

185,523

 

Long-term liabilities

 

2,959

 

 

 

 

2,959

 

Total liabilities

 

80,398

 

64,713

 

221,036

 

 

366,147

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

453,244

 

156,180

 

(156,180

)(h)

 

453,244

 

Noncontrolling interest

 

 

7,461

 

(7,461

)(k)

 

 

75,068

 

 

 

 

 

 

 

150,721

(k)

 

 

 

 

 

 

 

 

 

 

 

 

(75,653

)

 

 

Total Stockholders’ equity

 

453,244

 

163,641

 

(12,920

)

(75,653

)

528,312

 

Total liabilities and stockholders’ equity

 

$

533,642

 

$

228,354

 

$

208,116

 

$

(75,653

)

$

894,459

 

 

See notes to unaudited pro forma condensed combined financial statements.

 



 

VIRTUSA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(In thousands, except per share amounts)

 

 

 

Virtusa

 

Polaris

 

 

 

 

 

 

 

Year Ended

 

Year Ended

 

Pro forma

 

Pro forma

 

 

 

March 31, 2015

 

March 31, 2015

 

Adjustments Note 3

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

478,986

 

$

301,859

 

$

2,754

(l)

$

783,599

 

 

 

 

 

 

 

 

 

 

 

Costs of revenue

 

304,422

 

226,796

 

(312

)(o)

530,906

 

Gross profit

 

174,564

 

75,063

 

3,066

 

252,693

 

Total operating expenses

 

121,996

 

49,159

 

4,204

(m)

179,481

 

 

 

 

 

 

 

436

(n)

 

 

 

 

 

 

 

 

(35

)(o)

 

 

 

 

 

 

 

 

3,721

(p)

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

52,568

 

25,904

 

(5,260

)

73,212

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income, net

 

5,264

 

2,016

 

(5,825

)(r)

336

 

 

 

 

 

 

 

(1,119

)(r)

 

 

Foreign currency transaction (losses) gains

 

(357

)

1,934

 

 

1,577

 

Other, net

 

(75

)

2,953

 

 

2,878

 

Total other income

 

4,832

 

6,903

 

(6,944

)

4,791

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

57,400

 

32,807

 

(12,204

)

78,003

 

Income tax expense

 

14,954

 

9,559

 

(2,992

)(s)

21,521

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

42,446

 

23,248

 

(9,212

)

56,482

 

Less: Net income (loss) attributable to noncontrolling interest, net of tax

 

 

(8

)

4,890

(t)

4,882

 

Net income(loss) attributable to Virtusa stockholders

 

$

42,446

 

$

23,256

 

$

(14,102

)

$

51,600

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.48

 

 

 

$

1.79

 

Diluted earnings per share

 

$

1.44

 

 

 

$

1.75

 

 

See notes to unaudited pro forma condensed combined financial statements.

 



 

VIRTUSA CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(In thousands, except per share amounts)

 

 

 

Virtusa

 

Polaris

 

 

 

 

 

 

 

Nine Months

 

Nine Months

 

 

 

 

 

 

 

Ended December 31,

 

Ended December 31,

 

Pro forma

 

Pro forma

 

 

 

2015

 

2015

 

Adjustments Note 3

 

Combined

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

428,449

 

$

239,576

 

$

(3,453

)(l)

$

664,572

 

 

 

 

 

 

 

 

 

 

 

Costs of revenue

 

277,770

 

165,202

 

133 

(o)

443,105

 

Gross profit

 

150,679

 

74,374

 

(3,586

)

221,467

 

Total operating expenses

 

110,879

 

45,389

 

3,074

(m)

161,266

 

 

 

 

 

 

 

317

(n)

 

 

 

 

 

 

 

 

15

(o)

 

 

 

 

 

 

 

 

2,836

(p)

 

 

 

 

 

 

 

 

(1,244

)(q)

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

39,800

 

28,985

 

(8,584

)

60,201

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

Interest income, net

 

4,246

 

1,004

 

(4,190

)(r)

221

 

 

 

 

 

 

 

(839

)(r)

 

 

Foreign currency transaction gains (losses)

 

395

 

(124

)

 

271

 

Other, net

 

232

 

866

 

 

1,098

 

Total other income

 

4,873

 

1,746

 

(5,029

)

1,590

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense

 

44,673

 

30,731

 

(13,613

)

61,791

 

Income tax expense

 

12,161

 

11,498

 

(3,809

)(s)

19,850

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

32,512

 

19,233

 

(9,804

)

41,941

 

Less: Net income (loss) attributable to noncontrolling interest, net of tax

 

 

(8

)

3,281

(t)

3,273

 

Net income (loss) attributable to Virtusa stock holders

 

$

32,512

 

$

19,241

 

$

(13,085

)

$

38,668

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

1.11

 

 

 

$

1.32

 

Diluted earnings per share

 

$

1.08

 

 

 

$

1.29

 

 

See notes to unaudited pro forma condensed combined financial statements.

 



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

(in thousands)

 

1. Basis of Pro Forma Presentation

 

On March 3, 2016, the Company completed the acquisition of a majority stake in Polaris Consulting and Services Limited (“Polaris”) pursuant to Share Purchase Agreement (“SPA”) with Polaris, dated as of November 5, 2015, as amended on February 25, 2016.

 

The Company accounts for business combinations pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 805, Business Combinations. In accordance with ASC 805, the Company recognizes separately from goodwill, the identifiable assets acquired, the liabilities assumed, and any non-controlling interests in an acquiree, generally at the acquisition date fair value as defined by ASC 820, Fair Value Measurements and Disclosures. Goodwill as of the acquisition date is measured as the excess of consideration transferred, which is also generally measured at fair value, and the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed. The Company has made significant assumptions and estimates in determining the preliminary estimated purchase price and the preliminary allocation of the estimated purchase price in the unaudited pro forma condensed combined financial statements. These preliminary estimates and assumptions are subject to change as the Company finalizes the valuations of the net tangible assets, intangible assets and resultant goodwill. In particular, the final valuations of identifiable intangible and net tangible assets may change materially from the preliminary estimates. These changes could result in material variances between the Company’s future financial results and the amounts presented in these unaudited pro forma condensed combined financial statements, including variances in fair values recorded, as well as expenses and cash flows associated with these items.

 

The purchase price of the Polaris acquisition is computed on 53,133,127 shares, or approximately 52.9% of outstanding shares, for cash consideration of 11,391,365 Indian rupees or approximately $171,748 based on December 31, 2015 exchange rate noted below.

 

In connection with the purchase and under applicable India Takeover rules, Virtusa Consulting Services Private Limited (“Virtusa India”) made an unconditional mandatory offer (the “Open Offer”) to the Polaris public shareholders to purchase up to an additional 26.0% of the outstanding shares of Polaris.  On April 6, 2016, the Open Offer settled for a total of 26,719,366 shares, or approximately 26% of the outstanding share capital for 5,913,920 Indian rupees or approximately $89,164 based on December 31, 2015 exchange rate noted below.

 

Under applicable Indian rules on Takeovers, Virtusa is required to sell within one year of the settlement of the unconditional mandatory offer its shareholdings in Polaris in excess of 75% of the basic outstanding share capital. Therefore, an additional $75,653 or 22.1% of outstanding shares are reflected in the the unaudited pro forma combined financial statements to reflect the maximum ownership of 75%.

 

The foregoing description of the purchase is qualified in its entirety by reference to the complete terms and conditions of the SPA, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 5, 2015, as amended by the Amendment to Share Purchase Agreement, dated as of February 25, 2016, by and among the Company, Polaris Consulting and Services Ltd. and the other parties thereto, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 2, 2016.

 

The unaudited pro forma condensed combined financial statements are presented as if the acquisition of Polaris had occurred as of December 31, 2015 for pro forma condensed combined balance sheet purposes and as if the acquisition of Polaris had occurred on April 1, 2014 for pro forma statement of income purposes.  The Polaris carve out historical financial statements were converted to U.S. dollars using the following exchange rates:

 

As of
December 31, 2015

 

Year Ended
March 31, 2015

 

Nine Months Ended
December 31, 2015

 

66.33

 

61.14

 

64.79

 

 

Virtusa historical shares used in the computation of basic and diluted earnings per share for the year ended March 31, 2015 were 28,753,102 and 29,555,624, respectively.  Shares used in the computation of basic and diluted earnings per share for the nine months ended December 31, 2015 were 29,191,578 and 30,002,680, respectively.

 



 

2. Preliminary Purchase Price Allocation

 

The Company paid cash consideration of 11,391,365 Indian rupees ir $171,748 based on December 31, 2015 exchange rate (see Note 1) for the acquisition of 53,133,127 shares, or approximately 52.9% of the outstanding shares.

 

Under the acquisition method of accounting, the total purchase price is allocated to 100% of Polaris’s net tangible and intangible assets including noncontrolling interest based on their estimated fair value at the date of acquisition. The excess purchase price after allocating it to net tangible and intangible assets will be recorded as goodwill as follows:

 

 

 

Amount

 

Cash and cash equivalents

 

$

40,941

 

Short-term investments

 

12,499

 

Accounts receivable

 

40,254

 

Unbilled receivable

 

30,929

 

Prepaid expenses and other current assets

 

6,757

 

Deferred income taxes

 

3,313

 

Property and equipment

 

75,996

 

Intangible assets

 

35,114

 

Goodwill

 

140,056

 

Long-term investments

 

12,123

 

Other long-term assets

 

12,975

 

Investments in equity method investee

 

2,857

 

Accounts payable and accrued expenses

 

(44,317

)

Accrued employee compensation and benefits

 

(7,641

)

Income taxes payable

 

(11,994

)

Deferred income taxes — noncurrent

 

(27,393

)

Noncontrolling interest

 

(150,721

)

Total purchase price

 

171,748

 

Less: Cash acquired

 

(40,941

)

Total purchase price, net of cash acquired

 

$

130,807

 

 

3. Pro Forma Adjustments

 

The pro forma balance sheet adjustments are as follows:

 

(a)         To record the proceeds of the borrowing under the Credit Agreement to fund the acquisition, net of the issuance costs related to the borrowing:

 

 

 

Amount

 

Proceeds from the issuance of $200,000 term loan, net of issuance cost of $1,119 - current portion

 

$

8,881

 

Proceeds from the issuance of $200,000 term loan, net of issuance cost of $4,477 - noncurrent portion

 

$

185,523

 

 

(b)         To record the cash payment of $171,748 related to the acquisition.

(c)          To record the fair value adjustment of $3,805 related to unbilled receivables for which Polaris had delivered the IT services prior to the acquisition date.  The related revenue was not recognized in the financial statements of Polaris due to certain US GAAP revenue recognition requirements not being met as of the acquisition date.

(d)         To record adjustments to deferred income tax assets and liabilities:

 

 

 

Amount

 

Deferred income tax assets, noncurrent

 

$

(258

)

Deferred income tax liabilities, noncurrent

 

$

27,377

 

 

(e)          To record the fair value adjustment of $32 related to an equity method investee.

(f)           To record the fair value adjustment of certain other current assets of $(759) and noncurrent assets of $(378).

(g)          To record the step-up of $43,895 in fair value of real estate included in property and equipment.

(h)         To eliminate Polaris’s historical balances related to goodwill of $36,047 and stockholders’ equity of $156,180.

(i)             To record the fair value of intangible assets acquired and the excess of purchase price over the net assets acquired.

 



 

 

 

Amount

 

Goodwill

 

$

140,056

 

Customer relationships

 

$

32,664

 

Trademarks

 

$

2,450

 

 

(j)            To record the fair value adjustment of $745 to reduce deferred revenue.

(k)         To record the fair value of noncontrolling interest of Polaris for shares held by the general public and the fair value of share-based payments that is attributable to pre-combination services as of the date of acquisition amounting to $150,721.

 

The pro forma statement of income adjustments are as follows:

 

(l)             To record revenue impact of derivative instruments fair value adjustment:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Derivative instruments

 

$

2,754

 

$

(3,453

)

 

(m)     To record the amortization expense of customer relationships with and estimated life of 10 to 15 years and trademarks with an estimated life of 2 years:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Amortization of customer relationships

 

$

3,055

 

$

2,146

 

Amortization of trademarks

 

1,149

 

928

 

Total amortization expense

 

$

4,204

 

$

3,074

 

 

(n)         To record the depreciation related to the step-up in fair value of property and equipment:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Depreciation expense

 

$

436

 

$

317

 

 

(o)         To reclassify actuarial gain or loss on pension benefits to other comprehensive income and amortize over employees average service period to conform with the Company’s policy:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Actuarial (gain) or loss, net of amortization — costs of revenue

 

$

(312

)

$

133

 

Actuarial (gain) or loss, net of amortization — operating expenses

 

(35

)

15

 

 

 

$

(347

)

$

148

 

 

(p)         To record compensation expense for the fair value of Polaris unvested stock options and to record the fair value of Virtusa’s restricted stock awards to Polaris employees:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Stock-based compensation expense

 

$

3,721

 

$

2,836

 

 



 

(q)         To eliminate the non-recurring acquisition related costs:

 

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Acquisition related costs

 

$

 

$

(1,244

)

 

(r)            To record the interest expense and related amortization of debt issuance costs related to the Credit Agreement:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Interest expense

 

$

5,825

 

$

4,190

 

Amortization of debt issuance costs

 

1,119

 

839

 

Total interest expense

 

$

6,944

 

$

5,029

 

 

(s)           To record the tax provision of the forma adjustments presented in the unaudited pro forma condensed combined statement of income at a tax rate of 24.5% for the year ended March 31, 2015 and 28.0% for the nine months ended December 31, 2015:

 

 

 

Year ended 

March 31, 2015

 

Nine months ended 
December 31, 2015

 

Income tax expense (benefit)

 

$

(2,992

)

$

(3,809

)

 

(t)            To record the net income attributed to noncontrolling interest:

 

 

 

Year ended 
March 31, 2015

 

Nine months ended 
December 31, 2015

 

Noncontrolling interest

 

$

4,890

 

$

3,281

 

 

4. Mandatory offer

 

To record the purchase of additional noncontrolling interest of 22.1% of outstanding shares for $75,653.