Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.21.1
Business Combinations
3 Months Ended
Mar. 31, 2021
Business Combinations  
Business Combinations

13. BUSINESS COMBINATIONS

We continue to acquire businesses as part of our ongoing strategy to grow our company and expand our market share.  Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs for the three months ended March 31, 2021 and 2020, were $0.7 million and $0.2 million, respectively. Acquisition costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

The tables below provide a summary of businesses acquired in 2021 including, for significant acquisitions, the net sales and operating (loss) income incurred during the three months ended March 31, 2021:

Three Months Ended

March 31, 2021

2021 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

Net Sales

Operating (Loss) Income

LCR

1/20/2021

$

53,833

$

$

53,833

$

17,863

$

8,306

$

(705)

Ozark

3/3/2021

7,404

7,404

3,447

567

34

Total

$

61,237

$

$

61,237

$

21,310

$

8,873

$

(671)

Purchase Price Allocations

The estimated fair values of the assets acquired and liabilities assumed for the 2021 acquisitions approximated the following as of March 31, 2021, in thousands:

2021 Acquisitions

    

LCR

    

Ozark

Total

Estimated fair values:

Accounts receivable

$

16,041

$

376

$

16,417

Inventories

806

378

1,184

Prepaid and other assets

83

83

Property and equipment

3,792

309

4,101

Intangible assets

17,750

2,900

20,650

Goodwill

17,863

3,447

21,310

Accounts payable

(1,464)

(4)

(1,468)

Accrued liabilities

(1,038)

(2)

(1,040)

Net assets acquired

$

53,833

$

7,404

$

61,237

Estimates of acquired intangible assets related to the 2021 acquisitions are as follows, as of March 31, 2021, dollars in thousands:

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

2021 Acquisitions

Customer relationships

$

19,220

12

Trademarks and trade names

1,430

10

Total intangible assets acquired

$

20,650

12

The table below provides a summary as of March 31, 2021 for businesses acquired during the three months ended March 31, 2020:

2020 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

Cooper

2/20/2020

$

10,500

$

1,000

$

11,500

$

5,700

Hunter

2/24/2020

9,100

9,100

5,300

Total

$

19,600

$

1,000

$

20,600

$

11,000

As third-party or internal valuations are finalized, certain tax aspects of the foregoing transactions are completed, and customer post-closing reviews are concluded, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price, through the end of each measurement period, generally one year following the applicable acquisition date. Primarily all of the $21.3 million and $11.0 million of goodwill recorded from acquisitions for the three months ended March 31, 2021 and 2020, respectively, is expected to be deductible for income tax purposes.

Contingent Consideration

The acquisition of Viking included a contingent consideration arrangement that requires additional consideration to be paid by TopBuild based on the achievement of annual gross revenue targets over a three-year period. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.5 million. The fair value of the contingent consideration recognized on the acquisition date of $1.2 million was estimated by applying the income approach using discounted cash flows. That measure is based on significant Level 3 inputs not observable in the market. The significant assumption includes a discount rate of 10.0%. Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets. We made a contingent payment of $0.5 million in the year ended December 31, 2020.

The acquisition of Cooper includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild based on the achievement of annual gross revenue targets over a two-year period. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.0 million, which also represents the fair value recognized on the acquisition date. Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets.

The following table presents the fair value of contingent consideration, in thousands:

    

Viking

    

Cooper

Date of Acquisition

July 15, 2019

February 20, 2020

Fair value of contingent consideration recognized at acquisition date

$

1,243

$

1,000

Contingent consideration at December 31, 2020

$

910

$

1,000

Change in fair value of contingent consideration during the three months ended March 31, 2021

22

(350)

Payment of contingent consideration during the three months ended March 31, 2021

Liability balance for contingent consideration at March 31, 2021

$

932

$

650