10-K
TTEC HOLDINGS, INC. filed this Form 10-K on 03/06/2019
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Table of Contents

TTEC HOLDINGS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

Motif

On November 8, 2017, the Company agreed to acquire all of the outstanding shares in Motif, Inc., a California corporation (“Motif”). Motif is a digital fraud prevention and detection, and content moderation services company serving eCommerce marketplaces, online retailers, travel agencies and financial services companies. Motif provides omni-channel community moderation services via voice, email and chat from delivery centers in India and the Philippines via approximately 2,700 employees.  Motif has been integrated into the CMS segment.

The acquisition will be implemented through two separate transactions.  In November 2017, the Company completed the acquisition of 70% of all outstanding shares in Motif from private equity and certain individual investors for $46.8 million, subject to customary representations and warranties, and working capital adjustments. The Company also agreed to purchase the remaining 30% interest in Motif from Motif’s founders (“Founders’ Shares”) no later than May 2020 (“30% buyout period”). The Company agreed to pay for the Founders’ Shares at a purchase price to be determined on Motif’s fiscal year 2020’s adjusted normalized EBITDA, $5.0 million in cash, and 30% of the excess cash present in the business at the time of the buyout; or if the buyout occurs prior to May 2020, based on the trailing twelve months EBITDA, calculated from the most recently completed full monthly period ending prior to the date of the buyout triggering event, $5.0 million in cash, and 30% of the excess cash in the business at that point. In connection with this mandatory buyout, the Company has recorded a $37.8 million liability as of December 31, 2018 which is included in Other long-term liabilities in the Consolidated Balance Sheet. As a part of the transition, the Motif founders agreed to continue to stay as executives in the acquired business, at least through the 30% buyout period, and not to compete with the Company with respect to the acquired business.

The following summarizes the fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date. (in thousands):

 

 

 

 

 

 

 

Acquisition Date

 

 

 

Fair Value

 

Cash

 

$

5,997

 

Accounts receivable, net

 

 

5,187

 

Prepaid expenses

 

 

1,248

 

Other current assets

 

 

670

 

Property, plant and equipment

 

 

2,182

 

Income tax receivable

 

 

1,691

 

Customer relationships

 

 

37,200

 

Goodwill

 

 

39,147

 

 

 

$

93,322

 

 

 

 

 

 

Accounts payable

 

$

2,789

 

Accrued employee compensation and benefits

 

 

5,249

 

Accrued expenses

 

 

104

 

Deferred tax liability

 

 

11,402

 

Other

 

 

340

 

 

 

$

19,884

 

 

 

 

 

 

Total purchase price

 

$

73,438

 

 

In the fourth quarter of 2018, the Company finalized its valuation of Motif for the acquisition date assets acquired and liabilities assumed and determined that no material adjustments to any of the balances were required.

The Motif customer relationships are being amortized over a useful life of 11 years. The goodwill recognized from the Motif acquisition is attributable, but not limited to, the acquired workforce and expected synergies with CMS. None of the tax basis of the acquired intangibles and goodwill will be deductible for income tax purposes. The acquired goodwill and intangibles, and operating results of Motif are reported within the CMS segment from the date of acquisition.

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