| Schedule of Assets Acquired and Liabilities Assumed |
Based on a preliminary purchase price
allocation as described above, we recorded the following estimated fair values of the certain assets acquired and liabilities assumed
at the date of the En Pointe acquisition (in thousands):
| Purchase price paid |
|
$ |
17,295 |
|
| |
|
|
|
|
| Inventories |
|
|
4,004 |
|
| Prepaid expenses and other current assets |
|
|
1,598 |
|
| Property and equipment |
|
|
439 |
|
| Intangible assets: |
|
|
|
|
| Customer relationships(1) |
|
|
4,500 |
|
| Trademarks and trade names(2) |
|
|
2,000 |
|
| Non-compete agreements(3) |
|
|
1,860 |
|
| Total intangible assets |
|
|
8,360 |
|
| Other long-term assets |
|
|
115 |
|
| Total assets acquired |
|
|
14,516 |
|
| |
|
|
|
|
| Accounts payable |
|
|
2,157 |
|
| Accrued liabilities |
|
|
1,489 |
|
| Earn-out liabilities |
|
|
32,500 |
|
| Deferred revenue |
|
|
276 |
|
| Total liabilities assumed |
|
|
36,422 |
|
| |
|
|
|
|
| Goodwill(4) |
|
$ |
39,201 |
|
| (1) |
Estimated useful life of this asset is 20 years. |
| (2) |
Estimated useful life of this asset is 3 years. |
| (3) |
Estimated useful life of this asset is 4 years. |
| (4) |
This goodwill acquired as part of the En Pointe acquisition is recorded as part of our Commercial and Public Sector segments. |
| |
See Note 5 below for more information. |
|
| Schedule of Operations on Pro Forma Basis |
The following table sets forth our results
of operations on a pro forma basis as though the En Pointe acquisition had been completed as of the beginning of the periods presented
(in thousands, except per share amounts):
| |
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
| |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Net sales |
|
$ |
404,933 |
|
|
$ |
453,785 |
|
|
$ |
1,297,790 |
|
|
$ |
1,301,031 |
|
| Operating profit (loss) |
|
|
956 |
|
|
|
3,677 |
|
|
|
(2,450 |
) |
|
|
16,693 |
|
| Income (loss) from continuing operations |
|
|
(483 |
) |
|
|
1,569 |
|
|
|
(3,281 |
) |
|
|
7,774 |
|
| Net income (loss) |
|
|
(785 |
) |
|
|
1,312 |
|
|
|
(3,540 |
) |
|
|
6,672 |
|
| Basic and Diluted Earnings (Loss) Per Common Share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
(0.07 |
) |
|
$ |
0.11 |
|
|
$ |
(0.29 |
) |
|
$ |
0.55 |
|
| Diluted |
|
|
(0.07 |
) |
|
|
0.10 |
|
|
|
(0.29 |
) |
|
|
0.52 |
|
| Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
11,976 |
|
|
|
12,367 |
|
|
|
12,101 |
|
|
|
12,217 |
|
| Diluted |
|
|
11,976 |
|
|
|
12,954 |
|
|
|
12,101 |
|
|
|
12,871 |
|
|