Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.10.0.1
Acquisitions
3 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisitions

Note (3) – Acquisitions:

 

ILS Acquisition

 

On September 4, 2018, the Company completed the ILS Acquisition pursuant to which the Company, through its wholly-owned subsidiary, Industrial Laundry Services, Inc. (“Industrial Laundry Services”), purchased substantially all of the assets and assumed certain of the liabilities of ILS, a Florida-based distributor of commercial, industrial, and vended laundry products and provider of installation and maintenance services to the new and replacement segments of the commercial, industrial and vended laundry industry. The consideration for the transaction consisted of $671,000 in cash, net of $50,000 of cash acquired and 20,699 shares of the Company’s common stock. The Company funded the cash consideration with borrowings under its credit facility at the time. The ILS Acquisition was treated for accounting purposes as a purchase of ILS using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, pursuant to which the consideration paid by the Company was allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to intangible assets and goodwill. The Company allocated $797,000 to goodwill, $400,000 to customer-related intangibles, and $130,000 to the Industrial Laundry Services trade name. The purchase price allocation is considered preliminary, as the Company is still assessing certain working capital items.

 

SEI Acquisition

 

On September 12, 2018, the Company, indirectly through Scott Equipment, Inc. (“Scott Equipment”), the Company’s wholly-owned subsidiary, completed the SEI Acquisition pursuant to which it purchased substantially all of the assets of SEI for a purchase price consisting of approximately $6,500,000 in cash and 209,678 shares of the Company’s common stock. The Company funded the cash consideration with borrowings under its credit facility at the time. Fees and expenses related to the SEI Acquisition, consisting primarily of legal and other professional fees, totaled approximately $65,000 and are classified as selling, general and administrative expenses in the Company’s consolidated statement of operations for the three months ended September 30, 2018. The Company, indirectly through Scott Equipment, also assumed certain of the liabilities of SEI. The total purchase price for accounting purposes was $15.9 million, which included cash acquired of $2.8 million.

 

The SEI Acquisition was treated for accounting purposes as a purchase of SEI using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under the acquisition method of accounting, the aggregate consideration in the SEI Acquisition is allocated to the acquired assets and assumed liabilities, in each case, based on their respective fair values as of the closing date, with the excess of the consideration transferred over the fair value of the net assets acquired being allocated to intangible assets and goodwill. The computation of the purchase price consideration and the preliminary allocation of the consideration to the net assets acquired are presented in the following tables (in thousands):

 

Purchase price consideration:      
Cash consideration, net of cash acquired(a)   $ 3,711  
Stock consideration(b)     9,436  
Total purchase price consideration, net of cash acquired   $ 13,147  
         

(a)Includes $6,500,000 paid net of $2.8 million of cash acquired.

(b)Calculated as 209,678 shares of the Company’s common stock, multiplied by $45.00, the closing price of the Company’s common stock on the closing date.

 

Allocation of purchase price consideration:      
Accounts receivable   $ 2,753  
Inventory     1,595  
Other assets     99  
Property, plant and equipment     372  
Intangible assets     3,100  
Accounts payable and accrued expenses     (509 )
Customer deposits     (398 )
Total identifiable net assets     7,012  
Goodwill     6,135  
Total   $ 13,147  

The Company is continuing its valuation of the net assets acquired, which are subject to adjustment in accordance with the Asset Purchase Agreement. Accordingly, the purchase price allocation set forth above reflects preliminary fair value estimates based on preliminary work and analyses performed by management and is subject to change as additional information to assist in determining the fair value of the net assets acquired at the closing date is obtained during the post-closing measurement period of up to one year. The Company is also still assessing certain working capital items.

Intangible assets consist of $1.3 million allocated to the Scott Equipment trade name and $1.8 million allocated to customer-related intangible assets. The Scott Equipment trade name is indefinite-lived and therefore not subject to amortization. The Scott Equipment trade name will be evaluated for impairment annually or more frequently if an event occurs or circumstances change that indicate it may be impaired, by comparing its fair value to its carrying amount to determine if a write-down to fair value is required. Customer-related intangible assets will be amortized over 10 years.

Goodwill is expected to be amortized and deductible for tax purposes over 15 years. Goodwill is attributable primarily to the assembled workforce acquired, as well as benefits from the increased scale of the Company as a result of the SEI Acquisition.

Supplemental Pro Forma Results of Operations

The following unaudited supplemental pro forma information presents the results of operations of the Company, after giving effect to the ILS Acquisition and SEI Acquisition, as if the Company had completed the ILS Acquisition and SEI Acquisition on July 1, 2017, but using the preliminary estimates of the fair values of the assets acquired and liabilities assumed as of the respective closing dates of the acquisitions. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the Company would have been if the ILS Acquisition and SEI Acquisition had occurred on the date assumed, nor are they indicative of future results of operations.

 

    For the three months ended
September 30,
(in thousands)   2018
(Unaudited)
  2017
(Unaudited)
Revenues   $ 48,557     $ 32,591  
Net income     963       767