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BUSINESS COMBINATIONS
6 Months Ended
Jul. 31, 2013
BUSINESS COMBINATIONS  
BUSINESS COMBINATIONS

NOTE 7 -  BUSINESS COMBINATIONS

 

The Company continued to implement its strategy of consolidating dealerships in desired market areas. Below is a summary of the acquisitions completed for the six months ended July 31, 2013. In certain of the business combination transactions the Company recognized goodwill. Factors contributing to the recognition of goodwill include an evaluation of future and historical financial performance, the value of the workforce acquired and proximity to other existing and future planned Company locations. Pro forma results are not presented as the acquisitions are not considered material, individually or in aggregate, to the Company. The results of operations have been included in the Company’s consolidated statements of operations since the date of each respective business combination.

 

On February 16, 2013, the Company acquired certain assets of Tucson Tractor Company. The acquired entity consisted of one construction equipment store in Tucson, Arizona which is contiguous to the Company’s existing locations in Phoenix and Flagstaff, Arizona and expands the Company’s construction presence in Arizona. The acquisition-date fair value of the total consideration transferred for the store was $4.1 million.

 

On March 1, 2013, the Company acquired certain assets of Adobe CE, LLC. The acquired entity consisted of one construction equipment store in Albuquerque, New Mexico and expands the Company’s presence into New Mexico. The acquisition-date fair value of the total consideration transferred for the store was $1.2 million.

 

As of January 31, 2013, the final valuation of the intangible assets acquired in the Toner’s, Inc. acquisition consummated on November 1, 2012 was not complete.  As a result, the recorded intangible asset values were based on provisional estimates of fair value.  The valuation of such assets was completed during the period ended April 30, 2013 and resulted in a $0.1 million decrease in the value of the distribution rights, a $0.2 million decrease in the value of customer relationships and a $0.3 million increase in the value of goodwill arising from the acquisition.  The comparative information as of January 31, 2013 was retrospectively adjusted to reflect the final values assigned to each of the intangible assets.

 

The allocations of the purchase prices in the above business combinations are presented in the following table. The estimated fair values of the intangible assets acquired are provisional estimates which are subject to change upon completion of the final valuation.

 

 

 

July 31,

 

 

 

2013

 

 

 

(in thousands)

 

ASSETS

 

 

 

Cash

 

$

2

 

Receivables

 

270

 

Inventories

 

2,658

 

Property and equipment

 

2,119

 

Intangible assets

 

182

 

Goodwill

 

71

 

 

 

 

 

Total assets

 

$

5,302

 

 

 

 

 

LIABILITIES

 

 

 

Customer deposits

 

$

4

 

 

 

 

 

Total liabilities

 

$

4

 

 

 

 

 

Cash consideration

 

4,850

 

Non-cash consideration: liabilities incurred

 

448

 

Total consideration

 

$

5,298

 

 

 

 

 

Goodwill related to the Agriculture operating segment

 

$

 

Goodwill related to the Construction operating segment

 

$

71

 

Goodwill related to the International operating segment

 

$

 

 

 

 

 

Goodwill expected to be deductible for tax purposes

 

$

71