SYX » Topics » 2. ACQUISITION

This excerpt taken from the SYX 10-K filed Mar 18, 2009.

2.              ACQUISITION

 

On January 5, 2008, the Company, through various subsidiaries, entered into an asset purchase agreement with CompUSA Inc., a Delaware corporation. Pursuant to the Purchase Agreement, the Company acquired certain assets and liabilities related to the e-commerce business of CompUSA Inc., certain intellectual property rights owned by CompUSA, and the E-Commerce Business for $18.9 million in cash.  The Company completed its acquisition of the E-Commerce Business on January 10, 2008.  Pursuant to the Purchase Agreement, the Company also acquired sixteen retail leases from CompUSA Inc. and certain fixtures located at these locations. The closing of the acquisition of each lease was subject to the receipt of the consent of the landlord, if required, under the terms of a lease.  During February and March 2008 the Company completed the acquisition of these 16 store leases and fixtures for an aggregate purchase price of approximately $11.7 million. This acquisition accelerated the Company’s planned expansion into the retail market place in North America and Puerto Rico. A final purchase price allocation based on the fair market value of acquired assets has been completed and the Company has recorded assets of approximately $17.0 million for Trademarks and Trade Names, $8.0 million for Domain Names, $3.4 million for Retail Store Leases, $0.4 million for Client Lists, $0.9 million for fixed assets and $0.9 million for Goodwill. These assets were recorded in the Company’s Technology Products business segment. The Company expects to amortize its Retail Store Leases over the remaining weighted average life of the leases, 12.9 years, the Client Lists over a 5 year period and depreciate its fixed assets over a similar period. All other intangible assets are indefinite lived. All of the Company’s goodwill at December 31, 2008 is deductible for tax purposes on a straight line basis over 15 years. The gross carrying amount and accumulated amortization for amortizable intangible assets at December 31, 2008 was as follows (in thousands):

 

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

Retail store leases

 

$

3,410

 

$

220

 

Client lists

 

400

 

103

 

 

 

$

3,810

 

$

323

 

 

The aggregate amortization expense was approximately $0.3 million in 2008. The estimated amortization for future years ending December 31 is as follows (in thousands):

 

2009

 

$

484

 

2010

 

322

 

2011

 

278

 

2012

 

269

 

2013

 

264

 

Thereafter

 

1,870

 

Total

 

$

3,487

 

 

47



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