Acquisitions and Dispositions | 3 Months Ended |
Mar. 31, 2015 |
Business Combinations [Abstract] | |
Acquisitions and Dispositions | 2. Acquisitions and Dispositions |
Acquisition of CPO Commerce, Inc. |
On May 30, 2014, USSC completed the acquisition of CPO, a leading online retailer of brand name power tools and equipment. The acquisition of CPO significantly expanded the Company’s digital resources and capabilities to support resellers as they transition to an increasingly online environment. CPO’s expertise will strengthen United’s ability to offer features like improved product content, real-time access to inventory and pricing, digital marketing and merchandising, and an enhanced digital platform to our resellers and manufacturing partners. |
The purchase price was $37.8 million, including $5.5 million related to the estimated fair value of contingent consideration which is based upon the achievement of certain sales targets during a three-year period immediately following the acquisition date. The final payments related to the contingent consideration will be determined by actual achievement in the earn-out periods and will be between zero and $10 million. Any changes to the estimated fair value after the original purchase accounting is completed will be recorded in “warehousing, marketing and administrative expenses” in the period in which a change occurs. The Company financed the 100% stock acquisition with borrowings under the Company’s available committed bank facilities. |
The Company has developed a preliminary estimate of the fair value of assets acquired and liabilities assumed for purposes of allocating the purchase price. This estimate is subject to change as the valuation activities are completed. The fair value of the assets and liabilities acquired were estimated using various valuation methods including estimated selling price, a market approach, and discounted cash flows using both an income and cost approach. |
At March 31, 2015, the preliminary allocation of the purchase price is as follows (amounts in thousands): |
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Purchase price, net of cash acquired | | | | | $ | 32,225 | |
Accounts receivable | $ | (2,658 | ) | | | | |
Inventories | | (13,051 | ) | | | | |
Other current assets | | (307 | ) | | | | |
Property, plant and equipment, net | | (488 | ) | | | | |
Intangible assets | | (12,800 | ) | | | | |
Total assets acquired | | | | | | (29,304 | ) |
Accounts payable | | 17,131 | | | | | |
Accrued liabilities | | 2,139 | | | | | |
Deferred income taxes | | 3,453 | | | | | |
Other long-term liabilities | | 51 | | | | | |
Total liabilities assumed | | | | | | 22,774 | |
Goodwill | | | | | $ | 25,695 | |
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The purchased identifiable intangible assets are as follows (amounts in thousands): |
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| Total | | | Estimated Life | | |
Customer relationships | $ | 5,200 | | | 3 years | | |
Trademark | | 7,600 | | | 15 years | | |
Total | $ | 12,800 | | | | | |
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Any changes to the preliminary estimates of the fair value of assets acquired and liabilities assumed, some of which may be material, will be allocated to residual goodwill. |
Acquisition of MEDCO |
On October 31, 2014, USSC completed the acquisition of all of the capital stock of Liberty Bell Equipment Corp., a United States wholesaler of automotive aftermarket tools and equipment, and its affiliates (collectively, MEDCO) including G2S Equipment de Fabrication et d’Entretien ULC, a Canadian wholesaler. MEDCO advances a key pillar of the Company’s strategy, which is to diversify into higher growth and margin channels and categories. It also brings expanded categories and services to customers. |
The purchase price was $149.9 million, including $4.7 million related to the estimated fair value of contingent consideration which is based upon the achievements of certain sales and EBITDA targets over the next three years as well as $6.0 million reserved as a payable upon completion of an eighteen month indemnification period. The final payments related to the contingent consideration will be determined by actual achievement in the earn-out periods and will be between zero and $10 million. Any changes to the estimated fair value after the original purchase accounting is completed will be recorded in “warehousing, marketing and administrative expenses” in the period in which a change occurs. This acquisition was funded through a combination of cash on hand and cash available under the Company’s committed bank facilities. |
The Company has developed a preliminary estimate of the fair value of assets acquired and liabilities assumed for purposes of allocating the purchase price. The estimate is subject to change as the valuation activities are completed. The fair value of the assets and liabilities acquired were estimated using various valuation methods including estimated selling price, a market approach, and discounted cash flows using both an income and cost approach. |
At March 31, 2015, the preliminary allocation of the purchase price is as follows (amounts in thousands): |
Purchase price, net of cash acquired | | | | | $ | 145,340 | |
Accounts receivable | $ | (44,815 | ) | | | | |
Inventories | | (54,656 | ) | | | | |
Other current assets | | (1,299 | ) | | | | |
Property, plant and equipment, net | | (4,408 | ) | | | | |
Deferred income tax assets | | (1,101 | ) | | | | |
Other assets | | (442 | ) | | | | |
Intangible assets | | (44,070 | ) | | | | |
Total assets acquired | | | | | | (150,791 | ) |
Accounts payable | | 32,383 | | | | | |
Accrued liabilities | | 3,976 | | | | | |
Other long-term liabilities | | 52 | | | | | |
Total liabilities assumed | | | | | | 36,411 | |
Goodwill | | | | | $ | 30,960 | |
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The purchased identifiable intangible assets are as follows (amounts in thousands): |
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| Total | | | Estimated Life | | |
Customer relationships | $ | 40,030 | | | 4-15 years | | |
Trademarks | | 4,040 | | | 3-15 years | | |
Total | $ | 44,070 | | | | | |
Any changes to the preliminary allocation of the purchase price, some of which may be material, will be allocated to residual goodwill. |
Assets Held for Sale |
On February 10, 2015, the Company approved a plan to sell its operations in Mexico as the subsidiary is not strategic to the Company’s long-term business plan. The Company plans to dispose of the entity in 2015. As of the approval date, in accordance with Accounting Standards Codification (ASC) 360-10-45-9, the Mexican subsidiary met all of the criteria to be classified as a held-for-sale asset. In accordance with ASC 350-20-40, the Company allocated a proportionate share of the goodwill balance from the office product and janitorial and breakroom supply reporting unit based on the subsidiary’s relative fair value to the reporting unit and performed an impairment test for the allocated goodwill utilizing the cost approach to value the entity. Based upon the impairment test, the $3.3 million of goodwill was determined to be fully impaired. Additionally, in conjunction with classifying the subsidiary as a held-for-sale asset disposal group, the Company revalued the disposal group to fair value using the cost-approach method less the estimated cost to sell. The carrying value, including a $10.1 million cumulative foreign currency translation adjustment, of the disposal was then compared to the fair value less the estimated cost to sell resulting in a pre-tax impairment loss of $10.1 million. The goodwill impairment of $3.3 million, the held-for-sale impairment of $10.1 million and the $0.1 million estimated cost to sell are recorded in the first quarter of 2015 within “warehousing, marketing and administrative expenses.” The Company anticipates additional financial statement impacts during the remainder of 2015 related to transaction costs, foreign exchange volatility, and operating results. |
As of March 31, 2015, the carrying amounts, excluding intercompany accounts, of the Mexican subsidiary by major classes of assets and liabilities included in the Consolidated Balance Sheet are as follows (in thousands): |
| Amount | | | | | |
Assets held for sale: | | | | | | | |
Cash and cash equivalents | $ | 970 | | | | | |
Accounts receivable, less allowance for doubtful accounts | | 10,980 | | | | | |
Inventories | | 12,753 | | | | | |
Other current assets | | 573 | | | | | |
Net property, plant equipment | | 112 | | | | | |
Other assets | | 658 | | | | | |
Held-for-sale valuation allowance | | (10,247 | ) | | | | |
Total assets held for sale | $ | 15,799 | | | | | |
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Liabilities held for sale: | | | | | | | |
Accounts payable | | 4,618 | | | | | |
Accrued liabilities | | 1,782 | | | | | |
Other long-term liabilities | | 556 | | | | | |
Total liabilities held for sale | $ | 6,956 | | | | | |
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