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Acquisition
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisition

3.  Acquisition

On August 26, 2019, the Company acquired the assets of Tuffy Manufacturing Industries, Inc. (“Tuffy”), a warehouse distributor of tire repair equipment and supplies, which is included in the Company’s Distribution Segment. The Tuffy acquisition aligns with the Company’s strategy to grow in key niche markets and focus on strategic account customers. The purchase price for the acquisition was $18.7 million, which includes a preliminary estimated working capital adjustment of $0.7 million subject to further adjustment based on the final working capital. The Company funded the acquisition using available cash.

The acquisition of Tuffy was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. The purchase accounting will be finalized within one year from the acquisition date.

 

Assets acquired:

 

 

 

Accounts receivable

$

2,105

 

Inventories

 

2,662

 

Prepaid expenses

 

43

 

Property, plant and equipment

 

124

 

Right of use asset - operating leases

 

229

 

Intangible assets

 

8,400

 

Goodwill

 

7,211

 

Assets acquired

$

20,774

 

 

 

 

 

Liabilities assumed:

 

 

 

Accounts payable

$

1,685

 

Accrued expenses

 

162

 

Operating lease liability - short term

 

112

 

Operating lease liability - long term

 

117

 

Total liabilities assumed

 

2,076

 

 

 

 

 

Net acquisition cost

$

18,698

 

 

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

 

 

 

Fair Value

 

 

Weighted Average

Estimated

Useful Life

Customer relationships

 

$

7,300

 

 

7.3 years

Trade name

 

 

500

 

 

5.0 years

Non-competition agreements

 

 

600

 

 

5.0 years

Total amortizable intangible assets

 

$

8,400