Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.3.0.814
Acquisition
 9 Months Ended
Sep. 30, 2015
Acquisition  
Acquisition

 

13.   Acquisition

 

On December 31, 2014, the Company acquired by merger all of the outstanding common stock of Henderson for the purpose of expanding its current market presence in the snow and ice segment. Total consideration was $98,511 including a working capital adjustment of $4,688.  The Company paid the former shareholders of Henderson $4,688 of the working capital adjustment in the nine months ended September 30, 2015 and as of December 31, 2014 had an outstanding amount payable to a former Henderson shareholder. The outstanding amount payable to the former Henderson shareholder was $3,340 at December 31, 2014 was included in accrued expenses and other current liabilities until it was paid to the former shareholder in the three and nine months ended September 30, 2015.  As required by the merger agreement, the Company also paid the sellers $3,790 in cash that was acquired at December 31, 2014 in the nine months ended September 30, 2015. The acquisition was financed by amending the Company’s senior credit facilities, which are described above in Note 5 and through the use of on hand cash.  The Company did not incur any transaction expenses related to this acquisition in the three or nine months ended September 30, 2014.

The following table summarizes the preliminary allocation of the purchase price paid and the subsequent working capital adjustment to the fair value of the net assets acquired as of the acquisition date:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$
3,950

Accounts receivable

 

 
14,951

Inventories

 

 
16,308

Refundable income taxes paid

 

 
1,307

Deferred income taxes - current

 

 
625

Other current assets

 

 
876

Property and equipment

 

 
10,848

Goodwill

 

 
47,529

Intangible assets

 

 
17,390

Other assets - long term

 

 
74

Accounts payable and other current liabilities

 

 
(12,265)

Deferred income taxes - long term

 

 
(2,834)

Other liabilities - long term

 

 
(248)

Total

 

$
98,511

 

The fair values of the assets acquired and liabilities assumed included in the table above are preliminary and subject to change as the Company assesses certain reserves.

The following unaudited pro forma information presents the consolidated results of operations of the Company and Henderson for the three and nine months ended September 30, 2014, as if the acquisition had occurred on January 1, 2014, with pro forma adjustments to give effect to amortization of intangible assets, depreciation of fixed assets, an increase in interest expense from acquisition financing, and certain other adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2014

 

 

2014

 

Net sales

$
98,772 

 

$
259,777 

 

Net income

$
12,814 

 

$
28,112 

 

Earnings per common share assuming dilution attributable to common shareholders

$
0.55 

 

$
1.24 

 

 

 

 

 

 

 

 

 

This information is presented for information purposes only and is not necessarily indicative of what the Company’s results of operations would have been had the acquisition been in effect for the periods presented or future results.