SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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[X] |
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the quarterly period ended March 31, 2005. |
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OR |
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[ ] |
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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for the transition period from__________ to__________. |
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Commission File Number 1-8524
Myers Industries, Inc.
(Exact name of registrant as specified in its charter)
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Ohio |
34-0778636 |
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1293 South Main Street |
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(330) 253-5592
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes X No .
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes X No .
As of March 31, 2005, the number of shares outstanding of the issuer's Common Stock was 34,682,266.
-1-
Part I - Financial Information
Item 1. Financial Statements
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2005 and December 31, 2004
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March 31, |
December 31, |
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Assets |
2005 |
2004 |
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Current Assets |
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Cash |
$17,516,017 |
$8,018,623 |
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Accounts receivable-less allowances |
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Inventories |
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Finished and in-process products |
78,901,298 |
82,022,726 |
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Raw materials and supplies |
37,278,617 |
38,339,728 |
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116,179,915 |
120,362,454 |
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Prepaid expenses |
5,337,455 |
4,622,637 |
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Total Current Assets |
298,368,441 |
284,072,177 |
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Other Assets |
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Goodwill |
274,343,628 |
279,576,020 |
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Patents and other intangible assets |
6,290,358 |
6,576,433 |
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Other |
5,733,312 |
4,889,142 |
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286,367,298 |
291,041,595 |
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Property, Plant and Equipment, at Cost |
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Land |
8,991,324 |
9,190,588 |
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Buildings and leasehold improvements |
90,182,769 |
90,675,147 |
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Machinery and equipment |
407,897,040 |
409,188,994 |
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507,071,133 |
509,054,729 |
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Less allowances for depreciation and amortization |
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203,162,071 |
210,488,790 |
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$787,897,810 |
$785,602,562 |
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-2-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Financial Position
As of March 31, 2005 and December 31, 2004
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March 31, |
December 31, |
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Liabilities and Shareholders' Equity |
2005 |
2004 |
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Current Liabilities |
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Accounts payable |
$72,519,592 |
$72,858,791 |
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Accrued expenses |
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Employee compensation |
30,348,313 |
34,126,487 |
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Taxes, other than income taxes |
3,341,215 |
2,640,474 |
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Accrued interest |
2,844,496 |
1,113,128 |
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Other |
26,932,210 |
23,405,957 |
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Current portion of long-term debt |
3,281,025 |
2,107,090 |
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Total Current Liabilities |
139,266,851 |
136,251,927 |
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Long-term Debt, less current portion |
276,169,790 |
275,252,278 |
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Deferred Income Taxes |
28,963,089 |
28,094,321 |
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Shareholders' Equity |
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Serial Preferred Shares |
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Common Shares, without par value |
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21,113,114 |
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Additional paid-in capital |
266,552,521 |
266,257,630 |
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Accumulated other comprehensive |
17,230,411 |
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Retained income |
38,602,034 |
32,566,036 |
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343,498,080 |
346,004,036 |
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$787,897,810 |
$785,602,562 |
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-3-
Part I - Financial Information
Myers Industries, Inc.
Condensed Statement of Consolidated Income
For the Three Months Ended March 31, 2005 and 2004
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March 31, |
March 31, |
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2005 |
2004 |
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Net sales |
$236,225,160 |
$185,518,527 |
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Costs of sales |
172,398,322 |
124,460,575 |
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Gross profit |
63,826,838 |
61,057,952 |
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Operating expenses |
47,894,958 |
43,906,135 |
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Operating income |
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Interest expense |
3,835,566 |
3,143,646 |
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Income before income taxes |
12,096,314 |
14,008,171 |
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Income taxes |
4,327,000 |
5,152,000 |
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Net income |
$7,769,314 |
$8,856,171 |
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Net income per Common Share |
$0.22 |
$0.27 |
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Dividends per Common Share |
$0.05 |
$0.05 |
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Weighted average number of |
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Common Shares outstanding |
34,663,166 |
33,225,721 |
-4-
Part I - Financial Information
Myers Industries, Inc.
Statement of Consolidated Cash Flows
For the Three Months Ended March 31, 2005 and 2004
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March 31, |
March 31, |
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2005 |
2004 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
$7,769,314 |
$8,856,171 |
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Items not affecting use of cash |
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Depreciation |
9,350,954 |
9,095,825 |
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Amortization of other intangible assets |
369,719 |
723,603 |
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Deferred taxes |
896,257 |
1,521,775 |
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Cash flow provided by (used for) working capital |
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Accounts receivable |
(10,552,992 |
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(11,266,025 |
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Inventories |
3,000,567 |
(189,899 |
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Prepaid expenses |
(773,802 |
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(1,527,873 |
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Accounts payable and accrued expenses |
3,742,574 |
6,841,126 |
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Net cash provided by operating activities |
13,802,591 |
14,054,703 |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Acquisition of business, net |
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Additions to property, plant and |
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Other |
(954,959 |
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723,661 |
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Net cash used for investing activities |
(4,714,079 |
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(38,466,000 |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Net borrowing (repayment) of credit facility |
2,326,334 |
31,005,440 |
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Deferred financing costs |
0 |
(1,536,846 |
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Cash dividends paid |
(1,733,316 |
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(1,510,689 |
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Proceeds from issuance of common stock |
317,045 |
252,425 |
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Net cash provided by financing activities |
910,063 |
28,210,330 |
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EFFECT OF EXCHANGE RATE |
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INCREASE IN CASH |
9,497,394 |
3,775,417 |
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CASH AT JANUARY 1 |
8,018,623 |
5,666,997 |
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CASH AT MARCH 31 |
$17,516,017 |
$9,442,414 |
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-5-
Part I - Financial Information
Myers Industries, Inc.
Statement of Shareholders' Equity
For the Three Months Ended March 31, 2005
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Accumulative |
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December 31, 2004 |
$21,090,960 |
$266,257,630 |
$26,089,410 |
$32,566,036 |
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Net income |
$7,769,314 |
$7,769,314 |
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Foreign currency |
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Comprehensive |
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Common Stock |
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Dividends |
(1,733,316 |
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March 31, 2005 |
$21,113,114 |
$266,552,521 |
$17,230,411 |
$38,602,034 |
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Statement of Accounting Policy
The accompanying financial statements include the accounts of Myers Industries, Inc. and subsidiaries (Company), and have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's latest annual report on Form 10-K.
In the opinion of the Company, the accompanying financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of
March 31, 2005, and the results of operations and cash flows for the three months ended March 31, 2005 and 2004.
Contingencies
On July 15, 2004, the Company announced that it had reported to the U.S. Department of Justice and the Securities and Exchange Commission certain international business practices that were believed to be in violation of U.S. and, possibly, foreign laws. The practices, which involved a limited number of customers, related to the invoicing of certain sales to foreign customers of the Company's distribution segment and sales made by foreign subsidiaries to prohibited customers in certain prohibited international jurisdictions. These business practices were discontinued and an investigation, which has been substantially completed, was conducted by outside counsel under the authority of the Audit Committee of the Company's Board of Directors. The results of the investigation have been provided to the DOJ and the SEC. If the government determines that these incidents were unlawful, the government could take action against the Company and/or some of its empl
oyees. We will seek to settle any enforcement issues arising from these matters, however, at this time we cannot reasonably estimate its potential liability and, therefore, as of March 31, 2005, and the date of this filing, the Company has not recorded any provision for any resulting settlements or potential fines or penalties. Such amounts could be material to the Company's financial statements. The Company believes that the practices in question have no effect on previously filed financial statements, and that the final findings from the investigation will not lead to any restatement of reported financial results.
Acquisitions
On March 10, 2004, the Company acquired all of the shares of ATP Automotive, Inc. (ATP), a subsidiary of Applied Tech LLC. ATP and its operating subsidiaries Michigan Rubber Products (MRP) and WEK Industries (WEK) are manufacturers of molded rubber and plastic products for the automotive industry with manufacturing facilities in Michigan (MRP) and Ohio (WEK). The total purchase price was approximately $61 million, which includes the assumption of ATP debt outstanding as of the acquisition date. ATP compliments our existing product offering in our plastic and rubber original equipment and replacements parts market. The purchase price has been allocated to the assets acquired and liabilities assumed based upon their fair values as determined by appraisals, other studies and additional information as shown in the table below.
On July 7, 2004, the Company acquired the operations and assets of Productivity California, Inc. (Pro Cal), a leading manufacturer of plastic nursery containers and specialty printed containers for professional growers based in South Gate, California. The total acquisition cost was approximately $18.5 million including approximately $3.8 million in cash and 1,054,900 shares of the Company's stock. In addition, for a one-year period ending July 7, 2005, the Company has agreed to issue additional shares of common stock in the event that shares issued in connection with the Pro Cal acquisition are sold at a price below the $12.73 per share value at issuance or if the value of shares originally issued is below $12.73 on the anniversary date. As of March 31, 2005 no additional shares have been issued. In connection with the acquisition the Company also assumed approximately $10 million of Pro Cal debt. Pro Cal is a natural expansion to the Company'
s plastic horticultural product offering. The purchase price will be allocated to the assets acquired and liabilities assumed based upon their estimated fair values when appraisals and additional information become available.
On September 24, 2004, the Company acquired certain assets of Premium Molding Inc. d/b/a Diakon Molding (Diakon), a manufacturer of plastic refuse collection containers and other blow molded products located in Reidsville, North Carolina. Diakon enables Myers to better serve certain customers in the Southeastern United States. The assets acquired including cash, accounts receivable, inventory, machinery and equipment and intangibles such as customer lists, license and intellectual property were purchased for $4.4 million. In addition, the Company assumed certain liabilities of Diakon including trade payables and certain accrued liabilities related to the business operations.
The allocations of purchase price for ATP and Diakon, and the preliminary allocation for Pro Cal are as follows:
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(In thousands) |
ATP |
Pro Cal |
Diakon |
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Assets acquired: |
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Cash |
$153 |
$1,549 |
$166 |
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Accounts receivable |
9,996 |
3,375 |
1,397 |
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Inventory |
3,878 |
4,535 |
1,037 |
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Property, plant and equipment |
17,179 |
14,889 |
2,954 |
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Other |
2,101 |
215 |
6 |
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33,307 |
24,563 |
5,560 |
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Liabilities assumed: |
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Debt |
(26,045 |
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(9,519 |
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-0- |
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Accounts payable and accruals |
(8,644 |
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(4,820 |
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(2,127 |
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Deferred taxes |
(4,041 |
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(2,862 |
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-0- |
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(38,730 |
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(17,201 |
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(2,127 |
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Intangible-customer relationships |
5,867 |
-0- |
-0- |
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Goodwill |
34,726 |
11,102 |
919 |
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Total consideration in cash and stock |
$35,170 |
$18,464 |
$4,352 |