Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v2.4.1.9
Acquisition
 3 Months Ended
Mar. 31, 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 $98,676 including a working capital adjustment of $4,688.  The Company paid the former shareholders of Henderson $4,141 of the working capital adjustment in the three months ended March 31, 2015 and, as of March 31, 2015 and December 31, 2014 had an outstanding payable to a former Henderson shareholder. The outstanding amount payable to the former Henderson shareholder was $3,887 and $3,340 at March 31, 2015 and December 31, 2014, respectively and is included in accrued expenses and other current liabilities.  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 three months ended March 31, 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 months ended March 31, 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

 

 
1,149 

Deferred income taxes - current

 

 
514 

Other current assets

 

 
876 

Property and equipment

 

 
10,848 

Goodwill

 

 
47,830 

Intangible assets

 

 
17,390 

Other assets - long term

 

 
74 

Accounts payable and other current liabilities

 

 
(16,152)

Deferred income taxes - long term

 

 
(2,866)

Other liabilities - long term

 

 
(248)

Total

 

$
94,624 

 

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 months ended March 31, 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 March 31,

 

 

2014

Net sales

$
55,452 

Net income

$
594 

Earnings per common share assuming dilution attributable to common shareholders

$
0.03 

 

 

 

 

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.