TopBuild Corp. Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations (Tables)

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2017

Schedule of revenue and operating profit since acquisition date included in the Condensed Consolidated Statements of Operations

Revenue and operating profit since the acquisition date included in our Condensed Consolidated Statements of Operations were as follows, in thousands:


	Three Months Ended March 31, 2017
	Net Sales		Net Income
Midwest	$	3,268	$	(91)
EcoFoam	$	2,389	$	91
All others	$	196	$	22

Schedule of pro forma results

Our pro forma results are presented below, in thousands:


	Pro forma for the three months ended March 31,
	2017		2016
Net sales	$	448,310	$	425,881
Net income	$	16,155	$	11,251

Schedule of additional expense included in the pro forma operating profit and net income

The following table details the additional expense included in the unaudited pro forma operating profit and net income that would have been recorded had the acquisitions taken place on January 1, 2016, in thousands:


	Pro forma for the three months ended March 31,
	2017		2016
Amortization of intangible assets	$	389	$	389
Income tax expense (using normalized 38% ETR)	$	178	$	82

Schedule of estimated fair values of the assets acquired and liabilities assumed for the acquisitions

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


	2017
	Midwest		EcoFoam		All others		Total
Estimated fair values:
Accounts receivable	$	6,767	$	3,733	$	678	$	11,178
Inventories		75		1,119		141		1,335
Prepaid and other assets		—		27		6		33
Property and equipment		655		1,620		371		2,646
Intangible assets		2,770		7,567		3,142		13,479
Goodwill		3,316		10,625		4,521		18,462
Accounts payable		(1,359)		(2,047)		(26)		(3,432)
Accrued liabilities		—		(349)		—		(349)
Net assets acquired	$	12,224	$	22,295	$	8,833	$	43,352

Schedule of fair value of consideration transferred

The following table details the fair value of consideration transferred as of March 31, in thousands:


	2017
	Midwest		EcoFoam		All others		Total
Fair value of consideration:
Cash	$	12,224	$	20,185	$	8,833	$	41,242
Contingent consideration		—		2,110		—		2,110
Total consideration transferred	$	12,224	$	22,295	$	8,833	$	43,352

Schedule of estimates of acquired intangible assets related to the acquisitions

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


	2017
	Estimated Fair Value		Weighted Average Estimated Useful Life (Years)
Customer relationships	$	9,538		10
Trademarks and trade names		1,849		10
Non-competition agreements		2,092		5
Total intangible assets	$	13,479		9

Schedule of fair value of contingent consideration

. The following table presents the fair value of contingent consideration as of March 31, 2017, in thousands:


	Fair Value of Contingent Consideration Recognized at Acquisition Date		Settlement of Contingent Consideration		Adjustment to Contingent Consideration Charged to Expense		Liability Balance for Contingent Consideration
EcoFoam	$	2,110	$	—	$	—	$	2,110