Acquisitions and Divestitures

Alliance Automotive Group Acquisition

The Company acquired all of the equity interests in AAG for approximately $1,067,000 in cash on November 2, 2017. The net cash consideration transferred of approximately $1,067,000 is net of the cash acquired of approximately $123,000. Refer to the acquisitions and equity investments footnote of the Company's notes to the consolidated financial statements in its 2017 Annual Report on Form 10-K for further information regarding this acquisition.

The following table summarizes the preliminary, estimated fair values of the assets acquired and liabilities assumed at the acquisition date as well as adjustments made to the acquisition accounting during the nine months ended September 30, 2018 (referred to as the "measurement period adjustments"). The measurement period adjustments primarily resulted from revisions to the valuation of certain tangible and intangible assets. The adjustments to current period earnings that would have been recognized in previous periods if the acquisition accounting had been completed on the acquisition date were not material. The Company is finalizing the allocation of the purchase price (primarily the determination of certain tax balances) and it is therefore preliminary and subject to revision.




	November 2, 2017			Measurement Period Adjustments			As Adjusted
Trade accounts receivable	$	380,000		$	6,000		$	386,000
Merchandise inventories	374,000			4,000			378,000
Prepaid expenses and other current assets	213,000			13,000			226,000
Intangible assets	727,000			86,000			813,000
Deferred tax assets	4,000			2,000			6,000
Property and equipment	93,000			(1,000		)	92,000
Other assets	25,000			(11,000		)	14,000
Total identifiable assets acquired	1,816,000			99,000			1,915,000
Current liabilities	(768,000		)	(52,000		)	(820,000		)
Long-term debt	(769,000		)	—			(769,000		)
Pension and other post-retirement benefit liabilities	(14,000		)	—			(14,000		)
Deferred tax liabilities	(151,000		)	(25,000		)	(176,000		)
Other long-term liabilities	(32,000		)	(2,000		)	(34,000		)
Total liabilities assumed	(1,734,000		)	(79,000		)	(1,813,000		)
Net identifiable assets acquired	82,000			20,000			102,000
Noncontrolling interests in subsidiaries	(38,000		)	—			(38,000		)
Goodwill	1,036,000			(33,000		)	1,003,000
Net assets acquired	$	1,080,000		$	(13,000	)	$	1,067,000

The estimated intangible assets attributable to the AAG acquisition are comprised of customer relationships, trademarks and non-compete agreements. The estimated fair value of the customer relationships acquired is $630,133 and has a weighted average useful life of 20 years. The estimated fair value of the trademarks acquired is $181,702 and has a weighted average useful life of 27 years. The estimated fair value of the non-compete agreements acquired is $1,165 and has a weighted average useful life of 2 years.

Divestitures

On April 12, 2018, the Company entered into a definitive agreement with Essendant, Inc. ("Essendant") for Essendant to combine with the Company's Business Products Group in a business combination transaction. The transaction was to be structured as a Reverse Morris Trust, in which the Company would separate the Business Products Group into a standalone company and spin off that standalone company to the Company's shareholders, immediately followed by the merger of a subsidiary of Essendant and the spun-off company.

On September 14, 2018, the definitive agreement with Essendant was terminated by Essendant, so that Essendant could enter into a merger agreement with another party. Concurrently with the termination, the Company received a termination fee of $12,000. The termination fee is classified as an offset to the transaction and other costs incurred related to the merger agreement within selling, administrative and other expenses in the condensed consolidated statements of income and comprehensive income.