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Acquisition
3 Months Ended
Dec. 26, 2015
Acquisition  
Acquisition

7.Acquisition

 

On December 18, 2014, the Company, through its wholly owned subsidiary Keurig International S.à.r.l., acquired all of the outstanding equity of MDS Global Holding p.l.c. (“Bevyz”), a manufacturer and distributor of an all-in-one drink system, for total cash consideration of $180.7 million, net of cash acquired.  The Company currently intends to hold the rights to the technology acquired to prevent others from using such technology.  Such defensive action likely contributes to the value of the Company’s Keurig® KOLD beverage system.  The goodwill represents the excess value of the purchase price over the aggregate fair value of the tangible and intangible assets acquired.  The goodwill primarily represents the intangible assets that do not qualify for separate recognition, such as expected synergies from combined operations and assembled workforces, and the future development initiatives of the assembled workforces.  The goodwill and intangible assets recognized in the acquisition are not deductible for tax purposes.

 

Prior to the acquisition, the Company owned approximately 15% of the outstanding equity of Bevyz.  During the fiscal second quarter ended March 28, 2015, the Company completed its valuation of the fair value of the business acquired and the acquisition date fair value of the Company’s previously held equity interest in Bevyz and the Company has concluded there were no measurement period adjustments to record.  The fair value for 100% of Bevyz identifiable assets less liabilities assumed was determined using an income approach.  The excess of (i) the sum of the consideration for the shares purchased on December 18, 2014 and the acquisition date fair value of the Company’s previously held equity interest in Bevyz, over (ii) 100% of the fair value of identifiable assets acquired less liabilities assumed, was recognized as goodwill.  The acquisition date fair value of the Company’s previously held equity interest in Bevyz was determined using a market approach, specifically prior transactions in shares of Bevyz.  Amortizable intangible assets acquired, valued at the date of acquisition, include approximately $161.7 million for defensive intangible assets, $3.8 million for non-compete agreements and $1.6 million for contractual agreements.  Amortizable intangible assets are amortized on a straight-line basis over their respective useful lives, and the weighted-average amortization period is 12.8 years.  The weighted-average amortization periods for defensive intangible assets, non-compete agreements, and contractual agreements are 13 years, 3 years, and 15 years, respectively.

 

The following summarizes the final allocation of fair value (in thousands):

 

Accounts receivable

 

$

218

 

Inventories

 

743

 

Other current assets

 

504

 

Fixed assets

 

2,370

 

Other long-term assets

 

247

 

Intangibles

 

167,085

 

Goodwill

 

60,179

 

Accounts payable and accrued expenses

 

(5,911

)

Capital lease obligation

 

(763

)

Deferred tax liability

 

(8,325

)

Other long-term liabilities

 

(1,274

)

 

 

 

 

Total estimated fair value net assets acquired

 

215,073

 

Less fair value of previously held equity interest in Bevyz

 

(34,375

)

 

 

 

 

Total cash paid, net of cash acquired

 

$

180,698

 

 

 

 

 

 

 

Acquisition costs of $1.5 million were expensed as incurred and recognized in general and administrative expenses in the fourth quarter of fiscal 2014.  Approximately $24.5 million of the purchase price was held in escrow at December 26, 2015 and is included under the captions Restricted cash and cash equivalents and Other current liabilities in the accompanying unaudited Consolidated Balance Sheet.  The revenue and earnings of Bevyz since acquisition and the pro forma financial statements are immaterial.  For information on the assignment of goodwill to our operating segments, see Note 9, Goodwill and Intangible Assets.