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Acquisitions
9 Months Ended
Jan. 31, 2016
Business Combinations [Abstract]  
Acquisitions

(3) Acquisitions:

 

DRP Acquisition

On May 5, 2014, we acquired substantially all of the net assets of TTPP for $22.8 million, plus a $1.0 million working capital adjustment, for a total purchase price of $23.8 million, utilizing cash on hand. The DRP Acquisition of TTPP’s custom polymer injection molding capabilities was designed to vertically integrate a key component of our manufacturing operations and provide us with increased flexibility within our supply chain.

              

BTI Acquisition

On December 11, 2014, we acquired all of the issued and outstanding stock of BTI for $130.5 million, plus a $3.1 million working capital adjustment, for a total purchase price of $133.6 million, pursuant to a Stock Purchase and Sale Agreement. The BTI Acquisition was financed using a combination of existing cash balances and cash from a $100.0 million draw on our line of credit.

Based in Columbia, Missouri, BTI is a leading provider of hunting and shooting accessories, which develops, produces, and delivers innovative, high-quality products under several brands.

On January 9, 2015, we acquired substantially all of the net assets of Hooyman LLC, a manufacturer of extendable tree saws designed for the hunting and outdoor industry, for $1.9 million utilizing cash on hand, which we refer to as the Hooyman Acquisition. We have relocated its operations to our Columbia, Missouri facility.

The aggregate purchase price of these acquisitions, including the working capital adjustments, was $135.5 million.

We have completed the valuation of the assets acquired and liabilities assumed. During the nine months ended January 31, 2016, goodwill was increased by $738,000 primarily as a result of reductions in estimates in the fair values of acquired intangible assets and inventory reserves.

The following table summarizes the estimated allocation of the purchase price for BTI at the acquisition date, which includes the net assets from the Hooyman Acquisition, as well as measurement period adjustments to date (in thousands):

 

 

December 11, 2014

 

 

Measurement

 

 

 

 

 

(As Initially

 

 

Period

 

 

December 11, 2014

 

 

Reported)

 

 

Adjustments

 

 

(As Adjusted)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

 

24

 

 

$

 

 

$

 

24

 

Accounts receivable

 

 

7,873

 

 

 

 

3

 

 

 

 

7,876

 

Inventories

 

 

12,819

 

 

 

 

(2

)

 

 

 

12,817

 

Income tax receivable

 

 

393

 

 

 

 

(279

)

 

 

 

114

 

Other current assets

 

 

563

 

 

 

 

 

 

 

563

 

Property, plant, and equipment

 

 

2,826

 

 

 

 

(318

)

 

 

 

2,508

 

Intangibles

 

 

73,550

 

 

 

 

(1,000

)

 

 

 

72,550

 

Goodwill

 

 

62,142

 

 

 

 

252

 

 

 

 

62,394

 

Total assets acquired

 

 

160,190

 

 

 

 

(1,344

)

 

 

 

158,846

 

Accounts payable

 

 

1,647

 

 

 

 

2

 

 

 

 

1,649

 

Accrued expenses

 

 

326

 

 

 

 

83

 

 

 

 

409

 

Accrued payroll

 

 

904

 

 

 

 

 

 

 

904

 

Accrued taxes other than income

 

 

9

 

 

 

 

 

 

 

9

 

Deferred income taxes

 

 

21,128

 

 

 

 

(714

)

 

 

 

20,414

 

Total liabilities assumed

 

 

24,014

 

 

 

 

(629

)

 

 

 

23,385

 

 

$

 

136,176

 

 

$

 

(715

)

 

$

 

135,461

 

We recorded $1.7 million of acquisition-related costs during fiscal 2015 related to the BTI Acquisition. There were no acquisition-related costs relating to the BTI Acquisition for the nine months ended January 31, 2016.

The goodwill that was recorded relating to the BTI Acquisition resulted from our ability to expand our presence in the firearm accessories market and leverage BTI’s broad portfolio of hunting and shooting accessories brands. Previously acquired goodwill of $12.0 million will be deductible for tax purposes over its remaining useful life. The remaining goodwill recorded as a result of the BTI Acquisition is not expected to be deductible for tax purposes. All of the goodwill recorded as a result of the BTI Acquisition has been allocated to our accessories segment.

We amortize intangible assets in proportion to expected yearly revenue generated from the intangibles that were acquired. We amortize order backlog over the estimated life during which the backlog is fulfilled. The following are the identifiable intangible assets acquired (in thousands) and their respective weighted average lives:

 

 

 

 

 

 

Weighted Average

 

 

 

 

 

 

Life

 

 

Amount

 

 

 

(In years)

 

Developed technology

$

 

16,430

 

 

 

 

4.3

 

Customer relationships

 

 

25,280

 

 

 

 

4.4

 

Trade names

 

 

30,740

 

 

 

 

5.4

 

Order backlog

 

 

100

 

 

 

 

0.3

 

 

$

 

72,550

 

 

 

 

 

 

 

 

The following table reflects the unaudited pro forma results of operations assuming that the BTI Acquisition had occurred on May 1, 2014 (in thousands, except per share data):

 

 

For the Three

 

For the Nine

 

 

Months Ended

 

Months Ended

 

 

January 31, 2015

 

January 31, 2015

 

Net sales

$

 

136,573

 

$

 

401,884

 

Net income

 

 

8,620

 

 

 

26,064

 

Net income per share - diluted

 

 

0.16

 

 

 

0.47

 

The unaudited pro forma net income for the three and nine months ended January 31, 2015 has been adjusted to reflect increased cost of goods sold from the fair value step-up in inventory, which is expensed over the first inventory cycle, and the amortization of intangibles and order backlog incurred as if the acquisition had occurred on May 1, 2014. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results that would have been achieved had the BTI Acquisition occurred as of May 1, 2014 or the results that may be achieved in future periods.

PowerTech Acquisition

On February 26, 2016, we acquired substantially all of the net assets of PowerTech, Inc., for $1.2 million, utilizing cash on hand, and $275,000 will be payable in the future if a certain earnout is achieved. PowerTech, Inc., is a leading manufacturer of tactical flashlights, universal LED lights, and personal pocket lights designed for military, law enforcement, and sporting enthusiasts. We plan to transition and relocate its operations to our Columbia, Missouri facility.