What amount of intangible assets was recognized by 360 Painting in the acquisition of Window Gang?
360_Painting Franchise · 2025 FDDAnswer from 2025 FDD Document
id expenses, accounts payable, accrued liabilities and deferred franchise fees approximate fair value because of the short maturity of the instruments. The carrying value of long-term debt approximates fair value as the stated interest rates are at market rates.
3. Acquisitions
Window Gang
In May 2023, the Company entered into an asset purchase agreement to acquire substantially all of the assets of Window Gang Ventures Corporation, Inc. for an aggregate net purchase price of $6,750,000. The transaction was funded by $6,100,000 in draws on the existing term loan facility and $750,000 in deferred consideration. Window Gang is a window cleaning franchising company and has been acquired to allow for the expansion of the Company's presence within its home services franchising platform. All goodwill that has been recognized in the acquisition related to intangible assets that do not qualify for separate recognition. Identified goodwill is expected to be deductible for tax purposes.
Source: Item 21 — FINANCIAL STATEMENTS (FDD page 56)
What This Means (2025 FDD)
According to the 2025 FDD, 360 Painting acquired Window Gang Ventures Corporation, Inc. in May 2023 for a net purchase price of $6,750,000. The purchase was funded by $6,100,000 from an existing term loan facility and $750,000 in deferred consideration. The purpose of this acquisition was to expand 360 Painting's presence in the home services franchising platform.
The FDD states that all goodwill recognized in the acquisition related to intangible assets that do not qualify for separate recognition. This means that while intangible assets were part of the acquisition, they were not individually identifiable or separable enough to be listed as distinct assets. Instead, they were lumped into goodwill, which represents the overall value of the acquisition above the identifiable assets.
The document does not specify a separate value for intangible assets. It indicates that the transaction incurred costs of $103,047, which were expensed and included in transaction costs on the consolidated statements of operations. The purchase price was allocated to assets acquired and liabilities assumed based on their estimated fair values, but the specific allocation to intangible assets is not detailed.