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Business Acquisitions and Investments
9 Months Ended
Sep. 28, 2019
Business Combinations [Abstract]  
Business Acquisitions and Investments

2.

Business Acquisitions and Investments

On August 31, 2018, we acquired 100% of the outstanding stock of Flight Systems Automotive Group LLC (“Flight Systems” or “Flight”), a privately-held manufacturer and remanufacturer of complex automotive electronics and diesel fuel system components, based in Lewisberry, Pennsylvania. The purchase price was $27.5 million. We believe complex electronics and diesel fuel system components represent important growth opportunities for us and Flight’s product portfolio delivers valuable alternatives to aftermarket professionals.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.

In connection with this acquisition, we recorded $7.4 million in goodwill, $4.1 million of identified intangibles, and $16.0 million of other assets, net, primarily $2.0 million of accounts receivable, $8.4 million of inventory, $4.4 million of fixed assets, and $1.2 million of net other assets and liabilities. During the thirteen weeks ended September 28, 2019, we recorded measurement period adjustments of approximately $1.9 million increase to goodwill and approximately $0.7 million decrease to inventory and $1.2 million decrease to identified intangibles.  These measurement period entries are included in the balances above. Our measurement period adjustments for Flight were complete as of September 28, 2019.

 

The valuation of the intangible assets acquired and related amortization periods are as follows:

(in thousands)

 

Valuation

 

 

Amortization Period (in years)

 

Customer relationships

 

$

3,400

 

 

 

8

 

Tradenames

 

 

460

 

 

 

5

 

Other

 

 

240

 

 

 

5

 

     Total

 

$

4,100

 

 

 

 

 

The fair values of the Customer relationships and Tradenames were estimated using a discounted present value income approach.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of Flight and other factors. The goodwill is expected to be deductible for tax purposes.

The financial results of the acquisition have been included in the Consolidated Financial Statements since the date of acquisition.

On October 26, 2017, we acquired 100% of the outstanding stock of MAS Automotive Distribution Inc. (“MAS”), a privately-held manufacturer of premium chassis and control arms based in Montreal, Canada. The purchase price was $67.2 million net of $3.3 million of cash acquired and including contingent consideration and other purchase price adjustments. The fair value of the contingent cash consideration was estimated by using an option pricing model framework, which represents our own assumptions and data, and is based on our best available information. As of September 28, 2019, we had $8.2 million recorded as a long-term liability which represents the fair value of the estimated payment which will become due if certain sales thresholds are achieved through December 2020. Accretion expense was $0.2 million in each of the thirty-nine weeks ended September 28, 2019 and September 29, 2018, which was included in selling, general and administrative expenses in the Consolidated Statements of Operations.