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Business Combinations
12 Months Ended
Sep. 02, 2017
Business Combinations [Abstract]  
Business Combinations

4.  BUSINESS COMBINATION



On July 31, 2017, the Company acquired certain assets and assumed certain liabilities of DECO,  an industrial supply distributor based in Davenport, Iowa.  For the fiscal year ending September 2, 2017, $10,369 of revenue and a  $250 loss before provision for income taxes relating to the acquired DECO business were included in the consolidated statements of income since the date of acquisition.



The combined acquisition of the DECO business for $38,000 and real property of $4,345 from its affiliates was accounted for as a business combination pursuant to ASC Topic 805. Acquisition-related expenses totaling  $1,002 have been recorded as operating expenses in the Company’s consolidated statement of income for the fiscal year ending September 2, 2017. As required by ASC 805-20, the Company allocated the purchase price to assets and liabilities based on their estimated fair value at the acquisition date. The cash purchase price for the combined acquisition was $42,345.  



The purchase price allocation is summarized in the following table:





 

 

 

Accounts receivable

 

$

15,452 

Inventories

 

 

4,802 

Prepaid expenses and other current assets

 

 

26 

Property, plant and equipment

 

 

6,609 

Goodwill

 

 

8,318 

Identifiable intangibles

 

 

12,870 

Total assets acquired

 

$

48,077 

Total liabilities assumed

 

 

(5,732)

Net assets acquired

 

$

42,345 



Acquired intangible assets with a fair value of $12,870 consisted primarily of customer relationships of $12,100 with a useful life of 10 years. The goodwill amount of $8,318 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The primary items that generated the goodwill were the premium paid by the Company for the right to control the business acquired and the expected synergies. This goodwill will not be amortized and will be tested for impairment at least annually. Goodwill recognized as a result of the DECO acquisition is expected to be deductible for tax purposes and will be amortized for tax purposes over 15 years. Pro forma information related to the acquisition is not presented because the impact of the acquisition on the Company’s consolidated results of operations is not considered to be significant.



In addition, the Company recorded a post-closing working capital adjustment in the amount of $738, which was paid out to DECO, in October 2017, related to the acquisition closed in fiscal 2017.