5. Acquisition, Goodwill and Other Intangible Assets

We were acquired on April 30, 2010 as follows:

(1)                                 Consists of estimated amounts owed to sellers in the CHS Transactions for restricted cash and in satisfaction of the post-closing adjustments for working capital and income taxes, of which $3,647 was paid in the period from May 1, 2010 through March 31, 2012 and $3,528 was outstanding at March 31, 2012.

The following table summarizes the final fair value of the assets and liabilities assumed:

At March 31, 2012, the total cash paid to date for the CHS Transactions consists of the following:

The push-down accounting effects of the CHS Transactions resulted in an increase in shareholders equity of approximately $155,422, which we allocated to the historical balance sheet. The following is a summary of the fair value adjustments pushed down to the Company:

The carrying amount of goodwill as of March 31, 2012, is as follows:

Intangible assets at March 31, 2012 and March 31, 2011were related to the CHS Transactions and consisted of the following:

Trademarks and certifications have indefinite lives. Developed technology, customer relationships, backlog and other intangible assets have estimated lives of 20 years, 10 years, 4 months and 6 years, respectively. The weighted average useful life for the group is 10 years.  Portions of intangible assets are valued in foreign currencies; accordingly changes in indefinite life intangible assets at March 31, 2012 and 2011 were the results of currency translation adjustments.

At March 31, 2012, approximately $3,898 of the purchase price was held in escrow to secure the Predecessor’s indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements.

The Company allocates the purchase price in connection with the CHS Transactions to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. The Company engaged an independent third-party appraisal firm to assist the Company in determining the fair values of assets acquired and liabilities assumed. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. The Company’s management ultimately takes responsibility for valuations assigned to the assets and liabilities assumed in connection with the purchase combination. The significant purchased intangible assets recorded by the Company include trademarks, customer relationships, backlog and developed technology.

Critical estimates in valuing certain intangible assets include, without limitation, future expected cash flows from customer relationships, acquired developed technologies and trademarks and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Acquisition-related transaction costs, such as advisory, legal and other professional fees, are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which costs are incurred. Total advisory, legal and other fees incurred by the Company were approximately $38,200, of which $8,800 was expensed in the period from May 1 2010 through March 31, 2011, $13,900 was incurred and expensed by the Predecessor in the period from April 1, 2010 through April 30, 2010, and the remainder is being capitalized as debt issuance cost.

The Company does not expect goodwill recorded in connection with the Acquisition to be deductible for tax purposes.

The Company recorded amortization expense of $11,379, $18,030, $215 and $2,426 in fiscal year 2012, the period ended May 1, 2010 to March 31, 2011, the period from April 1 to April 30, 2010, and fiscal year 2010, respectively. Annual amortization for the next five years and thereafter will approximate the following: