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Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions

4. Acquisitions

 

Provista Technology

 

On December 22, 2017, PCM UK, our UK based subsidiary, completed the acquisition of Provista Technology for an initial purchase price of £3.4 million, net of cash acquired and including £1.1 million of accrued earn-out liability (or $4.5 million, net of cash acquired and including $1.4 million of accrued earn-out liability). Provista Technology has expertise across a range of technologies and manufacturers including Cisco, Avaya, Cisco Meraki, Huawei, Checkpoint, and other leading vendors, with offerings encompassing all aspects of Cloud Networking, Cloud Video, Hyperconvergence, Security, Collaboration, Secure Wireless and IP LAN, WAN & Data Center Networks. We believe this acquisition further enhanced PCM UK’s expertise and vendor accreditations in the United Kingdom as a Cisco Gold Partner, allowing PCM UK and its subsidiaries to offer further consultancy, integration and supply of services and solutions across the UK marketplace while replicating many existing offerings from our North American organization. As part of the Provista acquisition, we agreed to pay certain contingent earn-out consideration related to years ending December 31, 2018, 2019 and 2020 (each year the “measurement period”), estimated to be approximately $1.4 million as of December 31, 2017, and payable 90 days in arrears following each measurement period. The accounting for the acquisition of Provista Technology has been finalized as of December 31, 2018 and we have determined that the estimated fair value of contingent consideration to be paid throughout the earn-out periods to be approximately $0.3 million, which has been included in “Other long-term liabilities” on our consolidated balance sheet as of December 31, 2018. During the year ended December 31, 2018, we adjusted the estimate of the earn-out liability and reducted it by $1.1 million, which was included as part of “Selling, general and administrative expenses” on our consolidated statement of operations.

 

Stack Technology

 

On September 22, 2017, PCM UK completed the acquisition of Stack Technology for an initial purchase price of £1.2 million, net of cash acquired (or $1.7 million, net of cash acquired). Stack Technology, headquartered in Liverpool, United Kingdom, specializes in the selection, implementation and management of leading IT solutions, with offerings encompassing all aspects of cloud-based solutions, security, virtualization, data services, unified communications, and infrastructure. We agreed to pay certain contingent consideration as part of our acquisition of Stack Technology. However, we do not believe any earn-out consideration will be earned by the seller pursuant to the terms of the acquisition agreement. As such, as of December 31, 2017 and 2018, we had no accrued earn-out liability related to the Stack Technology acquisition. The accounting for the acquisition of Stack Technology has been finalized in September 2017.

 

En Pointe

 

On April 1, 2015, we completed the acquisition of certain assets of En Pointe, one of the nation’s largest independent IT solutions providers, headquartered in Southern California. En Pointe is the largest acquisition by PCM to date based on revenues, and is expected to significantly enhance PCM’s relationships with several key vendor partners, provide incremental advanced technical certifications and operational expertise in key practice areas, and bring the consolidated business significantly increased scale. We acquired the assets of En Pointe’s IT solutions provider business, excluding cash and other current tangible assets such as accounts receivable. The assets were acquired by an indirect wholly-owned subsidiary of PCM, which subsidiary now operates under the En Pointe brand. Under the terms of the agreement, we paid an initial purchase price of $15 million in cash and an additional $2.3 million for inventory. We agreed to pay certain contingent earn-out consideration, including 22.5% of the future adjusted gross profit of the business and 10% of certain service revenues over the three years following the closing of the acquisition. Through December 31, 2018, we have made a total of $37.6 million of earn-out payments to the sellers of En Pointe, of which we made $2.2 million, $13.4 million and $13.1 million, respectively, during 2018, 2017 and 2016. The payments made to date have been reasonably consistent with the historical fair value analysis.

 

Real Estate Transaction

 

In January 2017, we completed the purchase of real property in Woodridge, Illinois for approximately $3.1 million in cash. The real property includes approximately 29,344 square feet of office space. For more information on the financing arrangement of this real estate transaction, see Note 8 below.