Acquisitions and Divestitures | 3 Months Ended |
Dec. 31, 2014 |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures |
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Discontinued Operations |
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On July 1, 2014, the Company sold its North American composites operations to Composites One LLC, a Rhode Island limited liability company ("Composites One" and such sale, the "Composites Sale"), including inventory and existing supplier and customer relationships. The North American composites operations met the criteria for discontinued operations. As a result, the assets and liabilities of the Company's North American composites operations have been reflected as assets and liabilities related to discontinued operations for all periods presented herein in the Company's condensed consolidated balance sheets as follows: |
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| 31-Dec-14 | | 30-Sep-14 | |
Accounts receivable | $ | 0.2 | | | $ | 0.5 | | |
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Other current assets | 0.3 | | | 0.2 | | |
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Assets - discontinued operations (1) | $ | 0.5 | | | $ | 0.7 | | |
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Trade payables (2) | $ | 0.5 | | | $ | 0.5 | | |
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Accrued expenses and other liabilities (2) | — | | | 0.3 | | |
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Non-current deferred tax liability (3) | 1.2 | | | 1.3 | | |
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Other non-current liabilities (3) | 0.1 | | | 0.1 | | |
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Liabilities - discontinued operations | $ | 1.8 | | | $ | 2.2 | | |
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1) | Included in Other current assets in the condensed consolidated balance sheets. | | | | | | | |
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2) | Included in Other current liabilities in the condensed consolidated balance sheets. | | | | | | | |
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3) | Included in Other noncurrent liabilities in the condensed consolidated balance sheets. | | | | | | | |
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Additionally, the operating results and cash flows related to the North American composites operations have been reflected as discontinued operations in the Company's condensed consolidated statements of operations, condensed consolidated statements of cash flows and condensed consolidated statements of other comprehensive income/loss for the periods presented. |
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Components of amounts reflected in the Company's condensed consolidated statements of operations related to discontinued operations are presented in the following table for the three months ended December 31, 2014 and 2013: |
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| Three Months Ended December 31, |
| | 2014 | | 2013 |
Sales and operating revenues | | $ | — | | | $ | 63.2 | |
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Pretax income (loss) from discontinued operations | | (0.9 | ) | | 1.6 | |
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Income tax expense (benefit) | | (0.1 | ) | | 0.1 | |
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Net income (loss) from discontinued operations, net of tax | | (0.8 | ) | | 1.5 | |
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In connection with the Composites Sale, the Company recorded a gain on sale of approximately $14.3 million, including a tax effect of approximately $1.2 million, which was reflected in the Company's operating results related to discontinued operations in the fourth quarter of fiscal year 2014. |
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Archway Sales, Inc. |
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On April 1, 2014, Sub Holding acquired 100% of the outstanding shares of Archway Sales, Inc., a St. Louis, Missouri based chemicals blending and distribution business and a provider of specialty chemicals ("Archway"), and substantially all of the assets of JACAAB, LLC, a Missouri limited liability company, a related business of Archway ("JACAAB" and collectively, the "Archway Acquisition"). After consideration of the final working capital adjustment, the final purchase price for the Archway Acquisition, was $128.7 million. Pursuant to the purchase agreement, $12.5 million of the purchase price may remain in escrow for a period of up to two years and relates to certain indemnification obligations under the purchase agreement. The escrow will be released in accordance with the terms of the purchase agreement. The Archway Acquisition was funded with approximately $10.0 million of cash on hand and approximately $119.0 million of borrowings under the ABL Facility. Following the Archway Acquisition, Archway was converted to a limited liability company. There is no contingent consideration related to the Archway Acquisition. |
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The Archway Acquisition was accounted for under the acquisition method, which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. The following table summarizes the Company’s preliminary allocation of the net purchase price to assets acquired and liabilities assumed at the acquisition date: |
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Purchase Price | | | | | |
Allocation | | | | | |
Accounts receivable | $ | 21.5 | | | | | | |
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Inventory | 16.4 | | | | | | |
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Other current assets | 2.3 | | | | | | |
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Deferred tax asset - current | 1.9 | | | | | | |
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Property and equipment | 1.3 | | | | | | |
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Customer-related intangible | 11 | | | | | | |
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Vendor-related intangible | 17 | | | | | | |
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Trade name | 1.9 | | | | | | |
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Non-compete agreements | 3.3 | | | | | | |
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Goodwill | 116.8 | | | | | | |
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Total assets acquired | 193.4 | | | | | | |
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Accounts payable | 9.3 | | | | | | |
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Other current liabilities | 4.1 | | | | | | |
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Deferred tax liability — current | 1.3 | | | | | | |
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Deferred tax liability — non-current | 50 | | | | | | |
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Total liabilities assumed | 64.7 | | | | | | |
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Net assets acquired | $ | 128.7 | | | | | | |
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The purchase price allocation above is preliminary as the Company has not yet completed the fair value assessments for certain contingent liabilities assumed and tax impact associated with the transaction. Any changes within the measurement period in the estimated fair values of the assets acquired and liabilities assumed may change the amount of the purchase price allocable to goodwill and any such changes that are material to the Company’s consolidated financial results will be adjusted retroactively. |
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Transaction costs associated with the Archway Acquisition are included in Transaction related costs in the Company's condensed consolidated statement of operations and totaled $0.4 million during the three months ended December 31, 2013. There were no transaction costs associated with the Archway Acquisition during the three months ended December 31, 2014. |
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A summary and description of the assets and liabilities fair valued in conjunction with applying the acquisition method of accounting follows: |
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Accounts Receivable |
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Accounts receivable consist of receivables related to the customers of the acquired business, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables did not have a fair value adjustment as part of acquisition accounting because their carrying value approximated fair value. |
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Inventory |
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Inventory consists primarily of finished products to be distributed to the Company’s customers. The value of the inventory acquired did not have a fair value adjustment as part of acquisition accounting because its carrying value approximated fair value. |
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Other Current Assets |
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Other current assets consist primarily of prepaid expenses, which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. |
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Property and Equipment |
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Property and equipment consist primarily of office equipment and other similar assets used in Archway's and JACAAB's operations. The value of the property and equipment acquired did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. |
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Customer-Related Intangible |
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Customer relationships were valued through application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the Company’s existing customer relationships. The resulting cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. Customer relationships will be amortized on a straight-line basis over a ten year period. |
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Vendor-Related Intangible |
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Vendor relationships were valued through application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing vendors were estimated in order to derive cash flows attributable to the Company’s existing vendor relationships. The resulting cash flows were then discounted to present value to arrive at the fair value of existing vendor relationships as of the valuation date. Vendor relationships will be amortized on a straight-line basis over a ten year period. |
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Non-Compete Agreements |
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In connection with the Archway Acquisition, former shareholders of Archway agreed to non-compete agreements. The terms of the non-compete agreements prohibit the shareholders from competing in the chemical distribution space for five years after the Archway Acquisition. The income approach was used to value the non-compete agreements through a comparative discounted cash flow analysis. This intangible is amortized on a straight-line basis over a five-year period. |
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Trade name |
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Archway's trade name was valued through application of the income approach, involving the estimation of likely future sales and an appropriate royalty rate. The fair value of this asset is amortized on a straight-line basis over a period of two years, estimated based on the period in which the Company expects a market participant would use the name prior to rebranding and the length of time the name is expected to maintain recognition and value in the marketplace. |
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Goodwill |
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Goodwill represents the excess of purchase price over the fair value of acquired net assets, arising from synergies expected as a result of the Archway Acquisition and the deferred tax impact of the difference between the financial statement amount of the investment in Solutions by Sub Holding and its tax basis that was generated as a result of the Archway Acquisition. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Of the total amount of goodwill recognized, the Company expects approximately $17.9 million to be deductible for tax purposes. |
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Accounts Payable |
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Accounts payable represent short-term obligations owed to the vendors of the acquired business, which were assumed in the Archway Acquisition. These obligations did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. |
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Other Current Liabilities, Including Related Party Payable |
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Other current liabilities represent primarily accrued expenses, including a $3.4 million payable to the sellers of Archway-related to certain tax refund receivables. Certain former shareholders of Archway continue to be employed by Archway and are involved in the operations of the business acquired in the Archway Acquisition. Accrued expenses did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. |
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Deferred Taxes — Current and Non-Current |
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Subsequent to the Archway Acquisition, Sub Holding contributed its ownership interest in Archway to Solutions in exchange for a participating preferred interest in Solutions. The deferred tax liabilities are primarily attributable to the difference between the financial statement amount of the investment in Solutions by Sub Holding and its tax basis. The deferred tax assets and liabilities are also attributable to the pre-acquisition value of Archway's inventory under Archway's historical inventory accounting methodology and to the fair values allocated to the identified intangibles acquired which are different for financial reporting purposes than for tax reporting purposes and give rise to temporary differences. |
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The deferred tax assets and liabilities will reverse in future periods or have reversed as the related tangible and intangible assets are amortized, acquired inventory is sold, goodwill is impaired or the investment in Solutions is sold. |
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Impact of the Archway Acquisition on the Company’s Unaudited Condensed Consolidated Financial Information |
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For the three months ended December 31, 2014, the Company’s condensed consolidated sales and operating revenues and net loss included approximately $32.5 million and income of $0.2 million, respectively, related to the operations of the acquired business. |
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Chemical Specialists and Development, Inc. |
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Effective December 1, 2013, Sub Holding acquired 100% of the outstanding shares of Chemical Specialists and Development, Inc. ("CSD"), a chemical distribution company and provider of specialty chemicals headquartered in Conroe, Texas. On the same date, Solutions acquired substantially all of the assets of STX Freight Company ("STX Freight") and ST Laboratories Group, LLC ("ST Laboratories"), two related businesses of CSD. The acquisition of CSD’s outstanding shares and substantially all the assets of STX Freight and ST Laboratories is referred to, collectively, as the "CSD Acquisition." The Company paid an aggregate purchase price of $96.4 million for the CSD Acquisition. Of the purchase price, $10.0 million may remain in escrow for a period of up to three years and relates to certain indemnification obligations under the purchase agreement. The escrow will be reduced and released in accordance with the terms of the purchase agreement. The acquisition was financed with $10.0 million of cash on hand and approximately $87.0 million of borrowings under the ABL Facility. Following the CSD Acquisition, CSD and each of its subsidiaries were converted to limited liability companies. There is no contingent consideration related to the CSD Acquisition. |
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The CSD Acquisition was accounted for under the acquisition method which required the Company to perform an allocation of the purchase price to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the estimated fair values is recorded as goodwill. |
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The following table summarizes the Company’s final allocation of the purchase price to assets acquired and liabilities assumed at the acquisition date: |
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| Purchase Price Allocation | | | | | |
Accounts receivable | $ | 24.7 | | | | | | |
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Inventory | 9.2 | | | | | | |
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Other current assets | 1.1 | | | | | | |
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Property, plant and equipment | 14.7 | | | | | | |
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Customer-related intangible | 36 | | | | | | |
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Trademarks and trade names | 3.5 | | | | | | |
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Non-compete agreements | 5.1 | | | | | | |
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Other non-current assets | 0.4 | | | | | | |
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Goodwill | 59.1 | | | | | | |
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Total assets acquired | 153.8 | | | | | | |
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Accounts payable | 16.8 | | | | | | |
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Other current liabilities | 2.3 | | | | | | |
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Deferred tax liability — current | 0.5 | | | | | | |
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Other non-current liabilities | 0.5 | | | | | | |
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Deferred tax liability — non-current | 37.3 | | | | | | |
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Total liabilities assumed | 57.4 | | | | | | |
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Net assets acquired | $ | 96.4 | | | | | | |
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The purchase price allocation above is final as the Company has completed the fair value assessment for the tax impact associated with the transaction. There were no changes to the purchase price allocation during the three months ended December 31, 2014. |
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Transaction costs associated with the CSD Acquisition are included in Transaction related costs in the Company's condensed consolidated statement of operations and totaled $4.8 million during the three months ended December 31, 2013. There were no transaction costs associated with the CSD Acquisition during the three months ended December 31, 2014. |
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A summary and description of the assets and liabilities fair valued in conjunction with applying the acquisition method of accounting follows: |
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Accounts Receivable |
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Accounts receivable consist of receivables related to the customers of the acquired businesses, as well as various other miscellaneous receivables. The accounts receivable and other miscellaneous receivables did not have a fair value adjustment as part of acquisition accounting because their carrying value approximated fair value. |
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Inventory |
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Inventory consists primarily of finished products to be distributed to the Company’s customers. The fair value of inventory was established through application of the income approach, using estimates based upon the future profitability that is expected to be generated once the inventory is sold (net realizable value). |
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Other Current Assets |
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Other current assets consist primarily of prepaid expenses which did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Other current assets also include indemnification assets recorded in connection with the recognition of current contingent obligations assumed. The indemnification assets represent the reimbursement the Company reasonably expects to receive from funds currently held in escrow pursuant to the purchase agreement. |
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Property, Plant and Equipment |
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Property, plant and equipment consist of owned locations in the United States ("U.S.") in Texas and Louisiana, including operating facilities, warehouse facilities and office buildings. The fair value of buildings and land improvements was determined using the cost approach, and the fair value of land was determined using the sales comparison approach. |
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Customer-Related Intangible |
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Customer relationships were valued through application of the income approach. Under this approach, revenue, operating expenses and other costs associated with existing customers were estimated in order to derive cash flows attributable to the Company’s existing customer relationships. The resulting cash flows were then discounted to present value to arrive at the fair value of existing customer relationships as of the valuation date. Customer relationships will be amortized on a straight-line basis over a ten year period. |
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Non-Compete Agreements |
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In connection with the CSD Acquisition, former shareholders of CSD agreed to non-compete agreements. The terms of the non-compete agreements prohibit the shareholders from competing in the chemical distribution space for five years after the CSD Acquisition. The income approach was used to value the non-compete agreements through a comparative discounted cash flow analysis. This intangible is amortized on a straight-line basis over a five-year period. |
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Trademarks and Trade names |
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Trademarks and trade names were valued through application of the income approach, involving the estimation of likely future sales and an appropriate royalty rate. The fair value of these assets is amortized on a straight-line basis over a period of five to six years, estimated based on the period in which the Company expects a market participant would use the name prior to rebranding and the length of time the name is expected to maintain recognition and value in the marketplace. |
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Other Non-Current Assets |
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Other non-current assets represent indemnification assets recorded in connection with the recognition of certain non-current contingent obligations. The indemnification assets represent the reimbursement the Company reasonably expects to receive from funds currently held in escrow pursuant to the purchase agreement. |
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Goodwill |
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Goodwill represents the excess of purchase price over the fair value of acquired net assets, arising from synergies expected as a result of the CSD Acquisition and the deferred tax impact of the difference between the financial statement amount of the investment in Solutions by Sub Holding and its tax basis that was generated as a result of the CSD Acquisition. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any indicators of impairment. Of the total amount of goodwill recognized, the Company expects $10.0 million to be deductible for tax purposes. |
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Accounts Payable |
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Accounts payable represent short-term obligations owed to the vendors of the acquired businesses, which were assumed in the CSD Acquisition. These accounts payable and short-term obligations did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. |
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Other Current Liabilities |
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Other current liabilities represent primarily accrued expenses and include assumed contingent obligations including income tax-related uncertainties. Accrued expenses did not have a fair value adjustment as part of acquisition accounting since their carrying value approximated fair value. Contingent obligations were valued using an expected value (probability-weighted) approach. |
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Other Non-Current Liabilities |
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Other non-current liabilities represent assumed contingent obligations, including income tax-related uncertainties, and were valued using an expected value (probability-weighted) approach. |
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Deferred Tax Liabilities — Current and Non-Current |
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Subsequent to the CSD Acquisition, Sub Holding contributed its ownership interest in CSD to Solutions in exchange for a participating preferred interest in Solutions. The deferred tax liabilities are primarily attributable to the difference between the financial statement amount of the investment in Solutions by Sub Holding and its tax basis. The deferred tax liabilities are also attributable to the fair values allocated to inventory, property, plant and equipment and identified intangibles acquired which are different for financial reporting purposes than for tax reporting purposes and give rise to temporary differences. |
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The deferred tax liabilities will reverse in future periods or have reversed as the related tangible and intangible assets are amortized, inventory acquired is sold, goodwill is impaired or the investment in Solutions is sold. |
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Impact of the CSD Acquisition on the Company’s Unaudited Condensed Consolidated Financial Information |
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Beginning on July 1, 2014, the operations, sales force and other personnel of CSD were fully integrated into the Company’s operations and ERP systems. For the three months ended December 31, 2013, the Company’s condensed consolidated sales and operating revenues and net loss includes $13.8 million and $(0.8) million, respectively, related to the estimated results of operations of the acquired business for the period since the closing date of the CSD Acquisition on December 1, 2013. The three months ended December 31, 2013 include a $1.2 million charge related to the inventory adjustment to fair value recorded during the first quarter of fiscal year 2014. The charge related to the inventory fair value adjustment is recorded in Cost of sales and operating expenses in the condensed consolidated statement of operations. |
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China Operations |
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In September 2012, the Company formed a joint venture, Nexeo Plaschem (Shanghai) Co., Ltd ("Nexeo Plaschem") with the shareholders of Beijing Plaschem trading Co., Ltd ("Beijing Plaschem") and initially owned 60% of the joint venture. On November 1, 2012, Nexeo Plaschem acquired Beijing Plaschem’s operations, including inventory and existing supplier and customer relationships (the "Beijing Plaschem Acquisition"). |
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During fiscal year 2014, the Company acquired additional equity interests totaling 30% for approximately $92.2 million in cash. In October 2014, the Company acquired the remaining 10% equity interest in Nexeo Plaschem it did not already own for approximately $34.3 million in cash, which made Nexeo Plaschem a wholly-owned subsidiary beginning in October 2014. The Company funded this payment with cash on hand and approximately $18.0 million of borrowings under the ABL Facility. |
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From the formation of Nexeo Plaschem and through September 30, 2014, the Company consolidated 100% of the operations of Nexeo Plaschem and reflected the percentage it did not own as of the applicable reporting date as a contingently redeemable noncontrolling interest, classified as mezzanine equity (temporary equity) in the consolidated balance sheet. Additionally, the income generated or loss incurred by Nexeo Plaschem during all periods was allocated to the Company and to the noncontrolling interest based on each party’s applicable ownership percentage during each respective period. |
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Nexeo Plaschem is not a guarantor of the 8.375% Senior Subordinated Notes (the "Notes") issued by Solutions and Nexeo Solutions Finance Corporation (the "Co-Issuer," and together with Solutions, the "Issuers"), the ABL Facility or the Term Loan Facility. |
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Contingently Redeemable Noncontrolling Interest |
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As mentioned above, in October 2014, the Company acquired the remaining 10% equity interest in Nexeo Plaschem. In conjunction with this event, the noncontrolling shareholders agreed to immediately terminate their employment with Nexeo Plaschem and to effect the successful transfer of the business to the Company. The Company also entered into consulting agreements with the noncontrolling shareholders for the provision of certain transition services for a period of six months. |
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The following table summarizes the changes in the contingently redeemable noncontrolling interest for the three months ended December 31, 2014: |
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| Three Months Ended December 31, 2014 | | | | | |
Beginning balance | $ | 3.3 | | | | | | |
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Total comprehensive loss attributable to noncontrolling interest | 0.1 | | | | | | |
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Adjustment to noncontrolling interest / redemption value adjustment (1) | 30.9 | | | | | | |
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Exercise of selling rights by noncontrolling shareholders | (34.3 | ) | | | | | |
Ending balance | $ | — | | | | | | |
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(1) Includes the adjustment to reflect the noncontrolling interest to the estimated redemption value in October 2014 immediately prior to settlement. |
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Unaudited Consolidated Pro Forma Financial Information |
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The unaudited consolidated pro forma results presented below include the effects of the Archway Acquisition and the CSD Acquisition as if they had occurred as of the beginning of the prior fiscal year, or October 1, 2013. The unaudited consolidated pro forma results reflect certain adjustments related to these acquisitions, primarily the amortization expense associated with estimates for the acquired intangible assets and any inventory adjustments to fair value. |
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The unaudited consolidated pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. Accordingly, the unaudited consolidated pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been completed on the date indicated. |
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| Three Months Ended December 31, |
| 2014 | | 2013 | |
Sales and operating revenues | $ | 1,017.70 | | | $ | 1,116.80 | | |
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Operating income | 8.3 | | | 11.3 | | |
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Net loss from continuing operations | (6.7 | ) | | (6.1 | ) | |
Net loss | (7.5 | ) | | (4.6 | ) | |
Net loss attributable to Nexeo Solutions LLC and subsidiaries | (7.5 | ) | | (6.2 | ) | |