Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v2.4.0.8
Business Combinations
 3 Months Ended
Dec. 28, 2013
Business Combinations [Abstract]  
Business Combinations

2. Business Combinations

In December 2012, the Company acquired the remaining majority interest in FourStar Microbial Products, LLC (Four Star Microbial) for approximately $4.8 million in cash and approximately $4.2 million of contingent future performance-based payments. The purchase price exceeded the estimated fair value of the tangible and intangible assets acquired by $3.2 million, which was recorded as goodwill. The operating results of FourStar Microbial had no material impact on the consolidated financial statements. In the future, we expect the acquisition will enhance the Company’s capability to service professional providers of mosquito abatement.

The following table summarizes the preliminary recording of the fair values of the assets acquired and liabilities assumed as of the acquisition date:

 

(In thousands)

    Amounts
Previously
Recognized as of
Acquisition Date  (1) 		    Measurement
Period
Adjustments 		    Amounts
Recognized as of
Acquisition
Date
(as Adjusted) 		 

Current assets, net of cash and cash equivalents acquired

    $ 220      $ 0      $ 220   

Fixed assets

      40        0        40   

Goodwill

      0        3,243        3,243   

Intangible assets

      1,144        5,958        7,102   

Other long-term assets

      5,406        (5,406 )      0   

Current liabilities

      (13 )      0        (13 ) 

Current portion of long-term debt

      0        0        0   

Other long-term liabilities

      0        (4,165 )      (4,165 ) 
  

 

 

    

 

 

    

 

 

  
     6,797        (370 )(2)      6,427   

Assets of aquiree recorded prior to purchase of majority interest

      (1,962 )      370        (1,592 ) 
  

 

 

    

 

 

    

 

 

  

Net assets acquired, less cash and cash equivalents

    $ 4,835      $ 0      $ 4,835   
  

 

 

    

 

 

    

 

 

  

 

(1) As previously reported in our Form 10-Q for the period ended December 29, 2012.
(2) The Company recognized a loss of approximately $370 on its prior ownership interest in the acquiree.

During fiscal 2013, the fair value measurements of assets acquired and liabilities assumed of FourStar Microbial as of the acquisition date were refined. This refinement did not have a significant impact on our condensed consolidated statements of operations, balance sheets or cash flows in any period and, therefore, we have not retrospectively adjusted our financial statements. These fair value assessments were finalized and reflected in our Form 10-K for the year ended September 28, 2013. Financial results for FourStar Microbial have been included in the results of operations within our Pet segment since the date of acquisition.