Business Combinations (Tables)
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9 Months Ended |
Sep. 30, 2017 |
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| Business Combinations |
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| Schedule of revenue and net income since acquisition date included in the Condensed Consolidated Statements of Operations |
Revenue and net income since the respective acquisition dates included in our Condensed Consolidated Statements of Operations were as follows, in thousands:
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Three months ended September 30, 2017
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Nine months ended September 30, 2017
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Net Sales
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Net Income
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Net Sales
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Net Income
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Midwest
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$
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4,503
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$
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12
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$
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12,711
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$
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152
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EcoFoam
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$
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6,706
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$
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669
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$
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15,943
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$
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894
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Superior
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$
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3,323
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$
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260
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$
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6,189
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$
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597
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Canyon
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$
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6,556
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$
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925
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$
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8,289
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$
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1,146
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All others
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$
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2,808
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$
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330
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$
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5,749
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$
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707
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| Schedule of pro forma results |
Our pro forma results are presented below, in thousands:
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Pro forma for the three months ended September 30,
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Pro forma for the nine months ended September 30,
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2017
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2016
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2017
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2016
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Net sales
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$
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489,044
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$
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474,647
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$
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1,428,152
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$
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1,364,805
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Net income
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$
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31,393
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$
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25,958
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$
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55,017
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$
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55,142
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| 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 net income that would have been recorded had the acquisitions taken place on January 1, 2016, in thousands:
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Pro forma for the three months ended September 30,
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Pro forma for the nine months ended September 30,
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2017
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2016
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2017
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2016
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Amortization of intangible assets
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$
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—
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$
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917
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$
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1,131
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$
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2,747
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Income tax expense (using normalized 38% ETR)
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$
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—
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$
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853
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$
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1,149
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$
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2,355
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| 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 September 30, in thousands:
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2017
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Midwest
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EcoFoam
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Superior
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Canyon
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All others
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Total
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Estimated fair values:
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Accounts receivable
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$
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6,690
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$
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3,762
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$
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2,012
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$
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8,222
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$
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678
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$
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21,364
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Inventories
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75
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1,119
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321
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575
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141
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2,231
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Prepaid and other assets
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—
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27
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1
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6
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6
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40
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Property and equipment
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655
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1,544
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361
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475
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357
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3,392
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Intangible assets
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2,740
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6,700
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5,280
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15,220
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3,640
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33,580
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Goodwill
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3,424
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10,841
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3,662
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10,080
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4,037
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32,044
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Accounts payable
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(1,359)
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(1,366)
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(681)
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(163)
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(26)
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(3,595)
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Accrued liabilities
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—
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(302)
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(4)
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—
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—
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(306)
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Net assets acquired
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$
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12,225
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$
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22,325
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$
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10,952
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$
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34,415
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$
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8,833
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$
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88,750
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| Schedule of fair value of consideration transferred |
The following table details the fair value of consideration transferred as of September 30, in thousands:
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2017
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Midwest
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EcoFoam
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Superior
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Canyon
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All others
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Total
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Fair value of consideration:
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Cash
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$
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12,225
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$
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20,215
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$
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10,952
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$
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31,815
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$
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8,833
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$
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84,040
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Deferred consideration
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—
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—
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—
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2,600
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—
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2,600
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Contingent consideration
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—
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2,110
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—
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—
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—
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2,110
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Total consideration transferred
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$
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12,225
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$
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22,325
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$
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10,952
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$
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34,415
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$
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8,833
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$
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88,750
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| 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 September 30, dollars in thousands:
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2017
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Estimated Fair Value
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Weighted Average Estimated Useful Life (Years)
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Customer relationships
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$
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26,170
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10
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Trademarks and trade names
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1,780
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10
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Non-competition agreements
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5,630
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5
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Total intangible assets
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$
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33,580
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9
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| Schedule of fair value of contingent consideration |
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The following table presents the fair value of contingent consideration as of September 30, 2017, in thousands:
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Fair Value of Contingent Consideration Recognized at Acquisition Date
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Settlement of Contingent Consideration
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Adjustment to Contingent Consideration Charged to Expense
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Liability Balance for Contingent Consideration
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EcoFoam
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$
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2,110
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$
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—
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$
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98
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$
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2,208
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