Business Combinations (Tables)
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6 Months Ended |
Jun. 30, 2021 |
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| Business Combinations |
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| Summary of businesses acquired |
The estimated fair values of the assets acquired and liabilities assumed for the 2021 acquisitions approximated the following as of June 30, 2021, in thousands:
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2021 Acquisitions |
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LCR |
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ABS |
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All Others |
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Total |
Estimated fair values: |
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Cash |
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$ |
— |
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$ |
24 |
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$ |
— |
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$ |
24 |
Accounts receivable |
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16,041 |
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14,167 |
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1,765 |
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31,973 |
Inventories |
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|
806 |
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8,458 |
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|
1,018 |
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|
10,282 |
Prepaid and other assets |
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83 |
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|
477 |
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— |
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|
560 |
Property and equipment |
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3,730 |
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7,013 |
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1,713 |
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|
12,456 |
ROU assets |
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518 |
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|
8,843 |
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|
1,086 |
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|
10,447 |
Intangible assets |
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16,040 |
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|
38,670 |
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|
5,200 |
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|
59,910 |
Goodwill |
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19,453 |
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58,628 |
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|
6,457 |
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|
84,538 |
Accounts payable |
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(2,105) |
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— |
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(464) |
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(2,569) |
Lease liabilities |
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(518) |
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(8,843) |
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(1,086) |
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(10,447) |
All other liabilities |
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(381) |
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(1,279) |
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|
68 |
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(1,592) |
Net assets acquired |
|
$ |
53,667 |
|
$ |
126,158 |
|
$ |
15,757 |
|
$ |
195,582 |
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| Schedule of fair value of contingent consideration |
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Viking |
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Cooper |
Date of Acquisition |
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July 15, 2019 |
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February 20, 2020 |
Fair value of contingent consideration recognized at acquisition date |
|
$ |
1,243 |
|
$ |
1,000 |
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Contingent consideration at December 31, 2020 |
|
$ |
910 |
|
$ |
1,000 |
Change in fair value of contingent consideration during the six months ended June 30, 2021 |
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|
33 |
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(850) |
Payment of contingent consideration during the six months ended June 30, 2021 |
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— |
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(150) |
Liability balance for contingent consideration at June 30, 2021 |
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$ |
943 |
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$ |
— |
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| Schedule of pro forma results |
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Unaudited Pro Forma for the |
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Unaudited Pro Forma for the |
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
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2020 |
Net sales |
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$ |
836,459 |
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$ |
712,492 |
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$ |
1,623,456 |
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$ |
1,436,349 |
Net income |
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$ |
90,468 |
|
$ |
58,012 |
|
$ |
151,869 |
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$ |
111,797 |
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| 2021 Acquisitions |
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| Business Combinations |
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| Summary of businesses acquired |
The tables below provide a summary of businesses acquired in 2021 including, for significant acquisitions, the net sales and net income (loss) incurred for the three and six months ended June 30, 2021:
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Three Months Ended |
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Six Months Ended |
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June 30, 2021 |
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June 30, 2021 |
2021 Acquisitions |
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Date |
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Cash Paid |
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Contingent Consideration |
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Total Purchase Price |
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Goodwill Acquired |
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Net Sales |
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Net Income (Loss) |
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Net Sales |
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Net Income (Loss) |
LCR |
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1/20/2021 |
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$ |
53,667 |
|
$ |
— |
|
$ |
53,667 |
|
$ |
19,453 |
|
$ |
12,250 |
|
$ |
(94) |
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|
20,556 |
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(616) |
ABS |
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4/5/2021 |
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|
126,158 |
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— |
|
|
126,158 |
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|
58,628 |
|
|
36,723 |
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|
1,668 |
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36,723 |
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1,668 |
All others |
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Various |
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|
15,757 |
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— |
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|
15,757 |
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|
6,457 |
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|
4,035 |
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|
441 |
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|
4,602 |
|
|
466 |
Total |
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$ |
195,582 |
|
$ |
— |
|
$ |
195,582 |
|
$ |
84,538 |
|
$ |
53,008 |
|
$ |
2,015 |
|
$ |
61,881 |
|
$ |
1,518 |
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| Schedule of estimates of acquired intangible assets related to the acquisitions |
Estimates of acquired intangible assets related to the 2021 acquisitions are as follows, as of June 30, 2021, dollars in thousands:
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Estimated Fair Value |
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Weighted Average Estimated Useful Life (Years) |
2021 Acquisitions |
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Customer relationships |
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$ |
54,520 |
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|
12 |
Trademarks and trade names |
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|
5,390 |
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|
10 |
Total intangible assets acquired |
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$ |
59,910 |
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|
12 |
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| Schedule of additional expense included in the pro forma operating profit and net income |
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Unaudited Pro Forma for the |
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Unaudited Pro Forma for the |
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2021 |
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2020 |
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2021 |
|
2020 |
Depreciation & amortization |
|
$ |
17 |
|
$ |
3,112 |
|
$ |
1,927 |
|
$ |
6,360 |
Income tax expense (using 26% effective tax rate) |
|
$ |
34 |
|
$ |
956 |
|
$ |
653 |
|
$ |
2,087 |
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| 2020 Acquisitions |
|
| Business Combinations |
|
| Summary of businesses acquired |
The table below provides a summary as of June 30, 2021 for businesses acquired during the six months ended June 30, 2020:
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2020 Acquisitions |
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Date |
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Cash Paid |
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Contingent Consideration |
|
Total Purchase Price |
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Goodwill Acquired |
Cooper |
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2/20/2020 |
|
$ |
10,500 |
|
$ |
1,000 |
|
$ |
11,500 |
|
$ |
5,700 |
Hunter |
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2/24/2020 |
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|
9,100 |
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|
— |
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|
9,100 |
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|
5,300 |
Total |
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|
$ |
19,600 |
|
$ |
1,000 |
|
$ |
20,600 |
|
$ |
11,000 |
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