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Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions

3. Acquisitions

 

Acquisition of Franken

 

On April 1, 2021, we completed the acquisition of Franken, for a purchase price of €2.4 million (US$2.8 million, based on April 1, 2021 exchange rates), net of cash acquired of $1.1 million. Franken is a provider of visual communication products, including boards, markers, planning tools, as well as creative and training products. Franken is a German company that is included in the Company’s EMEA reporting segment.

 

Pro forma financial information is not presented due to immateriality.

 

Acquisition of PowerA

 

Effective December 17, 2020, we completed the acquisition of PowerA, a leading provider of third-party video gaming console accessories primarily in North America. The results of PowerA are included in all three of the Company's reporting units effective December 17, 2020.

 

The purchase price was $321.8 million, net of a working capital adjustment received of $18.2 million, plus an additional earnout of up to $55.0 million in cash. The PowerA acquisition and related expenses were funded by cash on hand, as well as borrowings from our revolving credit facility. The earnout was contingent upon PowerA achieving one- and two-year sales and profit objectives during 2021 and 2022. During 2022, we paid out $27.0 million for the achievement of sales and profit objectives for 2021. Also, PowerA sales and profit objectives were not met for 2022. Therefore, the fair value of the contingent earnout liability for 2022 was reduced to zero.

 

For accounting purposes, the Company was the acquiring enterprise. The PowerA acquisition was accounted for as a purchase business combination and PowerA's results are included in the Company’s consolidated financial statements as of December 31, 2020.

 

During 2021, we finalized our fair value estimate of assets acquired and liabilities assumed as of the acquisition date. The following table presents the allocation of the consideration given to the fair values of the assets acquired and liabilities assumed at the date of the PowerA acquisition:

 

(in millions)

 

At December 17, 2020

Calculation of Goodwill:

 

 

Purchase price, net of working capital adjustment

$

321.8

 

 

 

Fair value of contingent consideration

$

18.2

 

 

 

Plus fair value of liabilities assumed:

 

 

Accrued liabilities

 

9.2

Fair value of liabilities assumed

$

9.2

 

 

 

Less fair value of assets acquired:

 

 

Inventory

 

29.3

Property and equipment

 

0.2

Identifiable intangibles

 

235.4

Other assets

 

13.2

Fair value of assets acquired

$

278.1

 

 

 

Goodwill

$

71.1

 

Transaction costs related to the PowerA acquisition were $0.1 million and $3.7 million for the years ended December 31, 2021, and 2020, respectively. These costs were reported as SG&A expenses in the Company's Consolidated Statements of Income.