Ingram Micro 2013 Annual Report Download - page 52

Table of Contents
INGRAM MICRO INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(In 000s, except per share data)
Pro forma results of operations have not been presented for the 2013 acquisitions because the effects of the business combinations for these acquisitions,
individually and in aggregate, were not material to our consolidated results of operations.
2012 Acquisitions
On October 15, 2012, we completed the acquisition of BrightPoint, a U.S. publicly traded company and a global leader in providing device lifecycle
services to the wireless industry for cash and the assumption of its debt. The results of operations of BrightPoint are included in our consolidated financial
statements from the date of the merger. The consideration paid was $868,192, net of cash acquired, primarily comprised of $9.00 cash per share of
BrightPoint’s outstanding common stock (including common stock underlying restricted stock units and shares issued pursuant to restricted stock awards
accelerated upon closing of the transaction) and payment of BrightPoint’s outstanding debt of $260,257 as of October 15, 2012.
We are realizing operational benefits by leveraging existing channel relationships and utilizing the assembled workforce. We also have achieved
significant savings in corporate and operational overhead costs. We anticipate continued opportunities for growth through our entry into the global wireless
industry, expansion of our geographic reach and customer segment diversity, and the ability to leverage additional products and capabilities. These factors,
among others, contributed to a purchase price in excess of the estimated fair value of BrightPoint’s net identifiable assets acquired, and, as a result, we have
recorded goodwill in connection with this transaction.
The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the
closing date of October 15, 2012:
Tangible assets (includes trade accounts receivable, inventory, property and equipment and other assets) $1,158,450
Goodwill 412,085
Identifiable intangible assets 309,000
Liabilities (includes accounts payable, accrued expenses and other liabilities) (1,011,343)
$868,192
The components of identifiable intangible assets acquired in connection with the BrightPoint acquisition were as follows:
Fair Value
Estimated
Useful Life
Logistics customer relationships $237,000
10 years
Distribution customer relationships 59,000
7 years
Trade name 13,000
3 years
Total identifiable intangible assets $309,000
The following represents unaudited pro forma operating results for the years ended December 29, 2012 and December 31, 2011 as if BrightPoint had
been included in our consolidated statement of income as of the first day of fiscal year 2011 and includes business combination accounting effects from our
acquisition including amortization of acquired intangible assets and increase in interest expense associated with the issuance of our senior unsecured notes due
in 2022 and additional borrowings from our revolving senior unsecured credit facility debt to fund the acquisition.
Fiscal Year
2012
2011
Net sales $41,802,220
$41,573,084
Net income $ 310,791
$282,901
Earnings per share
Basic $ 2.06
$ 1.81
Diluted $2.02
$ 1.77
The above unaudited pro forma results have been prepared for informational purposes only and do not purport to represent what the results of operations
would have been had the acquisition occurred as of those dates, nor of future results of operations.
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