Business Combination

12 Months Ended

Dec. 31, 2014

Business Combination

Business Combination

17. Business Combinations

On June 2, 2014, the Company purchased certain assets of First Aid Only, Inc. (“First Aid Only”), a supplier of Smart Compliance® first aid kits, refills, and safety products that meet regulatory requirements for a broad range of industries. The Company purchased inventory, accounts receivable, equipment, patents, trademarks and other intellectual property for approximately $13.8 million using funds borrowed under its revolving credit facility with HSBC. The Company recorded approximately $1.7 million for inventory, $2.5 million for accounts receivables and $0.6 million for equipment and other assets, as well as approximately $10.3 million for intangible assets which consist of trade names, customer relationship, covenant not-to-compete and goodwill. In addition, the Company assumed approximately $1.2 million in accounts payables and accrued expenses. During the twelve months ended December 31, 2014, the Company incurred a total of approximately $100,000, of integration and transaction costs associated with the acquisition.

The purchase price was allocated to assets acquired and liabilities assumed as follows (in thousands):

Assets:
Accounts Receivable	$	2,544
Inventory		1,704
Equipment		463
Prepaid expenses		110
Customer Relationships		5,430
Trade Name		3,410
Covenant Not-to-Compete		70
Goodwill		1,340
Total assets	$	15,071

Liabilities
Accounts Payable	$	1,019
Accrued Expense		252
Total liabilities	$	1,271

Net sales from the date of acquisition through December 31, 2014 attributable to First Aid Only were approximately $10.4 million. Net income from the date of acquisition through December 31, 2014 attributable to First Aid Only was $500,000.

Pro forma results of operations (unaudited and in thousands) of the Company for the years ended December 31, 2014 and 2013 as if the First Aid Only acquisition occurred on January 1 of that year are as follows:

	Year ended December 31, 2014		Year Ended December 31, 2013
Net Sales	$	114,300	$	107,200
Net Income		4,900		4,500