XML 25 R8.htm IDEA: XBRL DOCUMENT v3.19.2
Acquisitions
12 Months Ended
Apr. 30, 2019
Business Combinations [Abstract]  
Acquisitions

2. Acquisitions

 

LaserLyte Acquisition

 

In January 2019, we acquired substantially all of the LaserLyte branded products and other assets from P&L Industries, Inc., for a purchase price of $2.0 million, subject to certain adjustments, utilizing cash on hand. P&L Industries was a provider of laser training and sighting products for the consumer market. The operations of LaserLyte were fully integrated into our facility located in Wilsonville, Oregon and reported in our Outdoor Products & Accessories segment. This acquisition did not have a material impact on our condensed consolidated financial statements for all periods presented. Included in general and administrative costs are $28,000 of acquisition-related costs incurred for the LaserLyte Acquisition during the year ended April 30, 2019.

 

Pro forma results of operations assuming that the LaserLyte Acquisitions had occurred as of May 1, 2017 are not required because of the immaterial impact on our consolidated financial statements for all periods presented.

2018 Acquisitions

 

In August 2017, in two separate transactions, we acquired (1) substantially all of the net assets of Gemtech and (2) Bubba Blade branded products and other assets from Fish Tales, LLC. The aggregate purchase price for the two acquisitions was $23.1 million, subject to certain adjustments, utilizing a combination of cash on hand and borrowings under our revolving line of credit. In connection with the Gemtech acquisition, additional consideration of up to a maximum of $17.1 million may be paid contingent upon the cumulative three year sales volume of Gemtech products. The valuation of this contingent consideration liability was established in accordance with ASC 805 — Business Combinations. Based on current forecasted revenue, we believe it is unlikely that the acquired business will achieve the performance metrics. Therefore, as of April 30, 2019, the contingent liability was recorded at a fair value of $100,000 in non-current liabilities. Gemtech, based in Meridian, Idaho, is a provider of quality suppressors and accessories for the consumer, law enforcement, and military markets. Fish Tales, LLC, based in Oro Valley, Arizona, was a provider of premium sportsmen knives and tools for fishing and hunting, including the premium knife brand Bubba Blade. The valuations of the assets acquired and liabilities assumed in the 2018 Acquisitions are complete. During the three months ended October 31, 2018, we increased goodwill by $618,000 due to inventory valuation adjustments.

 

The following table summarizes the allocation of the purchase price for the 2018 Acquisitions (in thousands):

 

 

 

2018 Acquisitions

 

 

Measurement

 

 

 

 

 

 

 

(As Initially

 

 

Period

 

 

2018 Acquisitions

 

 

 

Reported)

 

 

Adjustments

 

 

(As Adjusted)

 

Accounts receivable

 

$

846

 

 

 

(86

)

 

$

760

 

Inventories

 

 

4,683

 

 

 

(601

)

 

 

4,082

 

Other current assets

 

 

145

 

 

 

(56

)

 

 

89

 

Property, plant, and equipment

 

 

506

 

 

 

13

 

 

 

519

 

Intangibles

 

 

6,400

 

 

 

 

 

 

6,400

 

Goodwill

 

 

11,846

 

 

 

708

 

 

 

12,554

 

Total assets acquired

 

 

24,426

 

 

 

(22

)

 

 

24,404

 

Accounts payable

 

 

1,261

 

 

 

(25

)

 

 

1,236

 

Accrued payroll

 

 

49

 

 

 

(1

)

 

48

 

Other long-term liabilities

 

 

100

 

 

 

(100

)

 

 

 

Total liabilities assumed

 

 

1,410

 

 

 

(126

)

 

 

1,284

 

 

 

$

23,016

 

 

 

104

 

 

$

23,120

 

 

Included in general and administrative costs were $769,000 of acquisition-related costs incurred during the year ended April 30, 2018, related to the 2018 Acquisitions.

 

We amortize intangible assets in proportion to expected annual revenue generated from the intangibles that we acquire. The following are the identifiable intangible assets acquired (in thousands) in the 2018 Acquisitions and their respective weighted average lives:

 

 

 

 

 

Weighted Average

 

 

 

Amount

 

 

Life (In years)

 

Developed technology

 

$

1,700

 

 

 

5.9

 

Customer relationships

 

 

1,600

 

 

 

5.2

 

Trade names

 

 

3,100

 

 

 

5.6

 

 

 

$

6,400

 

 

 

 

 

 

Pro forma results of operations assuming that the 2018 Acquisitions had occurred as of May 1, 2016 are not required because of the immaterial impact on our consolidated financial statements for all periods presented.

 

2017 Acquisitions

 

In fiscal 2017, in three separate transactions, we acquired (1) substantially all of the net assets of Taylor Brands, LLC, (2) substantially all of the assets of Ultimate Survival Technologies Inc. (now referred to as Ultimate Survival Technologies, LLC, or UST), and (3) all of the issued and outstanding stock of Crimson Trace Corporation for an aggregate purchase price of $211.1 million, net of cash acquired, subject to certain adjustments, utilizing cash on hand. In connection with the purchase of Ultimate Survival Technologies, Inc., up to an additional $2.0 million might have been paid over a period of two years, contingent upon the financial performance of the acquired business. The valuation of this contingent liability was established in accordance with ASC 805 — Business Combinations. The initial fair value of this contingent consideration liability was $1.7 million. Based on the forecasted revenue, during fiscal 2018, we recorded a $1.6 million reduction in the fair value of this contingent consideration liability because we did not expect that the acquired business would achieve the performance metrics. During the three months ended January 31, 2019, we recorded a $60,000 reduction in the remaining fair value of this contingent liability because we confirmed the performance metrics were not achieved. These reductions were recorded in other income on the condensed consolidated statements of income.

The following table summarizes the allocation of the purchase price for the 2017 Acquisitions (in thousands):

 

 

 

2017 Acquisitions

 

 

Measurement

 

 

 

 

 

 

 

(As Initially

 

 

Period

 

 

2017 Acquisitions

 

 

 

Reported)

 

 

Adjustments

 

 

(As Adjusted)

 

Accounts receivable

 

$

11,635

 

 

$

(213

)

 

$

11,422

 

Inventories

 

 

31,269

 

 

 

453

 

 

 

31,722

 

Income tax receivable

 

 

 

 

 

68

 

 

 

68

 

Other current assets

 

 

430

 

 

 

(132

)

 

 

298

 

Property, plant, and equipment

 

 

8,232

 

 

 

 

 

 

8,232

 

Intangibles

 

 

97,850

 

 

 

(14,500

)

 

 

83,350

 

Goodwill

 

 

92,801

 

 

 

10,109

 

 

 

102,910

 

Total assets acquired

 

 

242,217

 

 

 

(4,215

)

 

 

238,002

 

Accounts payable

 

 

6,214

 

 

 

18

 

 

 

6,232

 

Accrued expenses

 

 

973

 

 

 

158

 

 

 

1,131

 

Accrued payroll

 

 

1,500

 

 

 

(72

)

 

 

1,428

 

Accrued income taxes

 

 

6

 

 

 

(6

)

 

 

 

Accrued warranty

 

 

98

 

 

 

96

 

 

 

194

 

Deferred income taxes

 

 

20,658

 

 

 

(4,409

)

 

 

16,249

 

Total liabilities assumed

 

 

29,449

 

 

 

(4,215

)

 

 

25,234

 

 

 

$

212,768

 

 

$

 

 

$

212,768

 

 

Included in general and administrative costs are $3.8 million of acquisition-related costs incurred for the 2017 Acquisitions during the year ended April 30, 2017. The 2017 Acquisitions generated $61.1 million of revenue during the year ended April 30, 2017.

 

We amortize intangible assets in proportion to expected yearly revenue generated from the intangibles that we acquire. We amortize order backlog over the estimated life during which the backlog is fulfilled. The following are the identifiable intangible assets acquired (in thousands) in the 2017 Acquisitions and their respective weighted average lives:

 

 

 

 

 

Weighted Average

 

 

 

Amount

 

 

Life (In years)

 

Developed technology

 

$

3,000

 

 

 

4.1

 

Customer relationships

 

 

62,100

 

 

 

5.0

 

Trade names

 

 

17,000

 

 

 

4.8

 

Order backlog

 

 

1,150

 

 

 

0.3

 

Non-competition agreement

 

 

100

 

 

 

3.4

 

 

 

$

83,350

 

 

 

 

 

 

Additionally, the following table reflects the unaudited pro forma results of operations assuming that the 2017 Acquisitions had occurred on May 1, 2015 (in thousands, except per share data):

 

 

 

 

For the Year

 

 

 

 

Ended

 

 

 

 

April 30, 2017

 

Net sales

 

 

$

934,247

 

Income from operations

 

 

 

195,295

 

Net income per share - diluted

 

 

 

2.30

 

 

The unaudited pro forma income from operations for the years ended April 30, 2017 has been adjusted to reflect increased cost of goods sold from the fair value step-up in inventory, which is expensed over the first inventory cycle, and the amortization of intangibles and order backlog incurred as if the 2017 Acquisitions had occurred on May 1, 2015. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the 2017 Acquisitions occurred as of May 1, 2015 or the results that may be achieved in future periods.