Purchase Business Combinations

6 Months Ended

Sep. 28, 2012

Business Combinations [Abstract]

PURCHASE BUSINESS COMBINATIONS

During the six months ended September 28, 2012, the Company completed acquisitions that were individually immaterial but material in the aggregate (the “2013 acquisitions”). Net sales attributable to the 2013 acquisitions since their respective acquisition dates were approximately $36,999. The combined purchase price of the 2013 acquisitions was $75,241, of which $3,900 was held in escrow and $6,225 was held by the Company to secure certain potential future adjustments or claims. Goodwill represents the future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Goodwill related to the 2013 acquisitions in the amount of $32,740 is tax deductible.

As of September 28, 2012, the purchase accounting for the 2013 acquisitions and acquisitions made during fiscal year 2012 (“the 2012 acquisitions”) had not been finalized. Therefore, the fair value of the assets acquired and liabilities assumed as of the acquisition dates may continue to be adjusted in future periods.

During the six months ended September 28, 2012, the Company received cash payments of $450and paid $144for working capital adjustments related to prior year acquisitions and other acquisition-related adjustments. Additionally, the Company paid $1,000 in contingent consideration during the six months ended September 30, 2011 related to the earn-out component of a purchase agreement executed in fiscal year 2010. There were no contingent consideration payments during the six months ended September 28, 2012.

Opening Balance Sheets

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the dates of the 2013 and 2012 acquisitions, as adjusted:

		2013 acquisitions						2012 acquisitions
						Opening		Opening				Opening
						Balance		Balance				Balance
		Opening		Measurement		Sheet		Sheet		Measurement		Sheet
		Balance		Period		As Adjusted		As Adjusted		Period		As Adjusted
(in thousands)		Sheet		Adjustment		September 28, 2012		March 30, 2012		Adjustment		September 28, 2012
Current assets (a)		$	20,102	$	(442)	$	19,660	$	7,188	$	(249)	$	6,939
Assets held for sale			-		-		-		40,570		144		40,714
Goodwill			35,217		(2,477)		32,740		22,574		249		22,823
Intangible assets			20,830		2,860		23,690		10,020		-		10,020
Noncurrent assets (b)			4,756		-		4,756		4,741		-		4,741
Accounts payable and other current liabilities			(5,664)		(305)		(5,969)		(3,297)		-		(3,297)
Liabilities held for sale			-		-		-		(11,755)		-		(11,755)
Noncurrent liabilities (c)			-		-		-		(406)		-		(406)
	Net assets acquired	$	75,241	$	(364)	$	74,877	$	69,635	$	144	$	69,779

• The following represents balances within Current assets as of September 28, 2012: 2013 acquisitions – accounts receivable $10,686, inventory $8,436, and other current assets $538; 2012 acquisitions – accounts receivable $3,765, inventory $1,603, current deferred income taxes $675, and other current assets $896.
• The following represents balances within Noncurrent assets as of September 28, 2012: 2013 acquisitions – property and equipment$4,721 and other noncurrent assets $35; 2012 acquisitions – propertyand equipment $40 and other noncurrent assets $4,701.
• The following represents balances within Noncurrent liabilitiesas of September 28, 2012: 2012 acquisitions – noncurrent deferred tax liabilities $380 and other noncurrent liabilities $26.

The following table presents unaudited pro forma financial information as if the closing of the 2013 acquisitions had occurred on the first day of fiscal year 2012 (April 2, 2011) after giving effect to certain purchase accounting adjustments:

		For the Three Months Ended				For the Six Months Ended
		September 28,		September 30,		September 28,		September 30,
(in thousands)		2012		2011		2012		2011
Net sales:
PSS World Medical, Inc. (as reported)		$	420,798	$	391,710	$	830,187	$	772,201
Supplemental Net Sales - 2013 acquisitions (a)			-		32,605		14,261		60,964
	Total Pro Forma Net Sales	$	420,798	$	424,315	$	844,448	$	833,165
Net income attributed to PSS World Medical, Inc.:
PSS World Medical, Inc. (as reported)		$	15,270	$	20,031	$	26,014	$	34,221
Supplemental Net Income - 2013 acquisitions (a)			-		687		209		1,225
	Total Pro Forma Net Income	$	15,270	$	20,719	$	26,224	$	35,446
Net income per common share:
Basic		$	0.31	$	0.40	$	0.53	$	0.67
Diluted		$	0.30	$	0.38	$	0.52	$	0.64

• Represents proforma net sales and net income balances during the period which are not already included in the net sales and net income balances of PSS World Medical, Inc. (as reported). Therefore, Supplementalnet sales and Supplemental net income balances during the three and six months ended September 28, 2012 will represent partial periods based on the date of acquisition.

Pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the 2013 acquisitions occurred on the date indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.