Acquisition | 3 Months Ended |
Mar. 31, 2014 |
Business Combinations [Abstract] | ' |
Acquisition | ' |
Acquisition |
Sport Truck, USA, Inc. |
On March 31, 2014, the Company acquired certain assets and assumed certain liabilities of Sport Truck USA, Inc. (“Sport Truck”). The transaction was accounted for as a business combination. In connection with the acquisition, the Company paid cash of $40,896, which is subject to certain working capital adjustments, in accordance with the asset purchase agreement. Certain members of Sport Truck’s executive management team have agreed to refund up to $1,432 of the proceeds from the sale, on a graduated basis, if they terminate employment prior to March 31, 2017. As a result, such payments have been excluded from the acquisition consideration, and will be recognized as compensation expense over the expected three year service period. As of March 31, 2014, prepaid compensation of $487 and $945 is included in prepaids and other current assets and other assets, respectively, in the accompanying condensed consolidated balance sheet. |
Prior to the acquisition, Sport Truck was a distributor of the Company’s products. The total consideration was increased by the effective settlement of trade receivables in the amount of $473, which represented the recorded amount and as a result, no gain or loss was recorded upon settlement. |
The Company agreed to contingent consideration of up to $29,295 upon achievement of adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA") targets of the acquired business through 2016. Performance compared to the targets is measured annually over a three year period, and payment of the contingent consideration will be made upon final determination of the adjusted EBITDA for each year. The estimated fair value of the contingent consideration was valued at $19,035, based on probability weighted models. See Note 10- Fair Value Measurements. |
The preliminary purchase price of Sport Truck is allocated to the assets acquired and liabilities assumed based on their estimated respective fair values as of March 31, 2014 with the excess purchase price allocated to goodwill. The Company’s preliminary allocation of the purchase price to the net tangible and intangible assets acquired and liabilities assumed is as follows: |
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Acquisition consideration | | | | | |
Cash consideration | $ | 40,896 | | | | | |
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Settlement of pre-existing accounts | 473 | | | | | |
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Contingent consideration | 19,035 | | | | | |
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Total consideration at closing | $ | 60,404 | | | | | |
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Fair Market Values | | | | | |
Other current and non-current assets | $ | 11,240 | | | | | |
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Property, plant and equipment | 4,457 | | | | | |
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Customer relationships | 17,000 | | | | | |
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Trademarks and brands | 16,270 | | | | | |
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Goodwill | 13,370 | | | | | |
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Total assets acquired | 62,337 | | | | | |
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Accounts payable and accrued expenses | 1,933 | | | | | |
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Total liabilities assumed | 1,933 | | | | | |
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Purchase price allocation | $ | 60,404 | | | | | |
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The primary areas of the preliminary purchase price allocations that have not been finalized relate to the finalization of working capital, the valuation of contingent consideration and the valuation of inventory and intangible assets. Upon completion of the fair value assessment, the Company anticipates that the ultimate contingent consideration and intangible assets may differ from the preliminary assessment outlined above. Any change in the finalization of working capital will reduce or increase cash consideration. Any changes to the preliminary estimates of the fair value of the contingent consideration and the inventory and intangible assets will be allocated to goodwill during the measurement period, with subsequent changes in estimates recorded in the statement of operations. |
The preliminarily values assigned to the identifiable intangible assets were determined by discounting the estimated future cash flows associated with these assets to their present value. The goodwill of $13,370 reflects the strategic fit of Sport Truck with the Company’s operations. Sport Truck is well-aligned with the Company’s mission of improving vehicle performance, delivering best in-class service, and entering into strategic and adjacent markets. The Company will amortize the acquired customer relationships asset over its expected useful life of 15 years. Trademarks, brand names and goodwill are expected to have an indefinite life, and will be subject to impairment testing. The goodwill is expected to be deductible for income tax purposes. |
The Company incurred $1,025 of transaction costs in conjunction with the Sport Truck acquisition, which is included in general and administrative expense in the accompanying condensed consolidated statements of income for the three months ended March 31, 2014. Additional costs of $278 were incurred in association with financing the transaction and are included in loan fees. See the Note 7 - Debt. |
The following unaudited pro forma financial information shows the combined results of operations of the Company and Sport Truck, as if the acquisition had occurred as of the beginning of the periods presented. The pro forma results include the effects of the elimination of intercompany sales and profits, the amortization of purchased intangible assets and acquired inventory valuation step-up, interest expense on the term debt secured to finance the acquisition, and the net tax benefit of the above adjustments calculated at the statutory federal tax rate of 35%. Sport Truck was operated as a S Corporation for federal taxation purposes. A pro forma adjustment has been made to reflect the income taxes that would have been recorded at the federal statutory rate based on Sport Truck’s net income. This pro forma data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisition taken place in the periods noted below. |
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| For the three months |
ended March 31, |
| 2014 | | 2013 |
Pro forma sales | $ | 65,555 | | | $ | 63,054 | |
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Pro forma net income | $ | 3,173 | | | $ | 3,887 | |
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Pro forma basic earnings per share | $ | 0.09 | | | $ | 0.12 | |
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Pro forma diluted earnings per share | $ | 0.08 | | | $ | 0.11 | |
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Total Sport Truck sales included in the condensed consolidated statements of income | $ | — | | | |
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Sport Truck net income included in the condensed consolidated statements of income | $ | — | | | |
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