XML 33 R20.htm IDEA: XBRL DOCUMENT v3.20.2
Acquisitions
9 Months Ended
Sep. 30, 2020
Business Combinations [Abstract]  
Acquisitions

12.Acquisitions

 

PCM

 

On August 30, 2019, we completed our acquisition of PCM, acquiring 100 percent of the issued and outstanding shares of PCM for a cash purchase price of $745,562,000, which included cash and cash equivalents acquired of $84,637,000 and the payment of PCM’s outstanding debt. PCM is a provider of multi-vendor technology offerings, including hardware, software and services to small, mid-sized and corporate/enterprise commercial clients, state, local and federal governments and educational institutions across the United States, Canada and the United Kingdom.  Based in El Segundo, California, PCM had 40 office locations globally and more than 4,000 teammates.  We believe that this acquisition allows us to help existing PCM clients in positioning their businesses for future growth, transforming and securing their data platforms, creating modern and mobile experiences for their workforce and optimizing the procurement of technology.  The addition of PCM complements our supply chain optimization solution offering, adding scale and clients in the mid-market and corporate space primarily in North America.

 

The following table summarizes the purchase price and the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):  

 

Purchase price net of cash and cash equivalents acquired

 

 

 

 

 

$

660,925

 

Fair value of net assets acquired:

 

 

 

 

 

 

 

 

Current assets

 

$

531,941

 

 

 

 

 

Identifiable intangible assets - see description below

 

 

191,370

 

 

 

 

 

Property and equipment

 

 

91,213

 

 

 

 

 

Other assets

 

 

32,699

 

 

 

 

 

Current liabilities

 

 

(369,183

)

 

 

 

 

Long-term liabilities, including deferred taxes

 

 

(71,009

)

 

 

 

 

Total fair value of net assets acquired

 

 

 

 

 

 

407,031

 

Excess purchase price over fair value of net assets acquired ("goodwill")

 

 

 

 

 

$

253,894

 

 

Under the acquisition method of accounting, the total purchase price as shown in the table above was allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values.  The excess of the purchase price over fair value of net assets acquired was recorded as goodwill.  In the fourth quarter of 2019, an adjustment of $56,700,000 was recorded to goodwill primarily due to a change in the customer relationships valuation based on updated information received for key inputs as well as an associated change in deferred taxes.  

 

The fair values of current assets and liabilities are based upon their historical costs on the date of acquisition due to their short-term nature.  The estimated fair values of the majority of property and equipment, excluding acquired real estate, are also based upon historical costs net of depreciation, as they approximated fair value.  Certain long-term assets, including PCM’s IT systems, were written down to their estimated fair value.  

  

The estimated fair value of net assets acquired was approximately $407,031,000, including $191,370,000 of identified intangible assets, consisting primarily of customer relationships of $178,900,000.  The fair value of the customer relationships were determined using the multiple-period excess earnings method.  The identifiable intangible assets resulting from the acquisition are amortized using the straight-line method over the following estimated useful lives: customer relationships – 10-12 years; trade names – 1 year; non-compete agreements – 2-3 years.

 

Goodwill of $253,894,000, which was recorded in our North America and EMEA operating segments, represents the excess of the purchase price over the estimated fair value assigned to tangible and identifiable intangible assets acquired and liabilities assumed from PCM.  The goodwill is not amortized and will be tested for impairment annually in the fourth quarter of our fiscal year.  The addition of the PCM technical employees to our team and the opportunity to grow our business are the primary factors making up the goodwill recognized as part of the transaction.  None of the goodwill is tax deductible. The purchase price allocation was finalized during the third quarter of 2020.    

 

We have consolidated the results of operations for PCM since its acquisition on August 30, 2019.  

 

The following table reports pro forma information as if the acquisition of PCM had been completed at the beginning of the earliest period presented (in thousands, except per share amounts):

 

 

 

 

Three Months Ended

September 30,

 

 

Nine Months Ended

September 30,

 

 

 

 

2019

 

 

2019

 

Net sales

As reported

 

$

1,912,547

 

 

$

5,434,034

 

 

Pro forma

 

$

2,322,828

 

 

$

6,910,356

 

Net earnings

As reported

 

$

27,132

 

 

$

116,457

 

 

Pro forma

 

$

24,678

 

 

$

115,321

 

Diluted earnings per share

As reported

 

$

0.76

 

 

$

3.23

 

 

Pro forma

 

$

0.69

 

 

$

3.20

 

Changes in Goodwill and Intangible Assets

Other than the goodwill and intangible assets recorded in conjunction with the acquisitions of vNext and PCM, the only other change in consolidated goodwill and intangible assets as of September 30, 2020 compared to the balance as of December 31, 2019 resulted from foreign currency translation adjustments associated with the balances in our North America, EMEA and APAC operating segments.