Business Combinations (Tables)
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12 Months Ended |
Dec. 31, 2019 |
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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 2018 acquisition dates included in our Consolidated Statements of Operations were as follows, in thousands:
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|
|
|
|
|
|
|
|
Year Ended December 31, 2019 |
|
|
Net Sales |
|
Net Income |
ADO |
|
|
27,055 |
|
|
380 |
Santa Rosa |
|
|
9,097 |
|
|
1,155 |
USI |
|
|
378,689 |
|
|
34,120 |
|
|
$ |
414,841 |
|
$ |
35,655 |
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018 |
|
|
Net Sales |
|
Net Income |
ADO |
|
|
24,766 |
|
|
252 |
Santa Rosa |
|
|
6,034 |
|
|
602 |
USI |
|
|
266,280 |
|
|
15,982 |
|
|
$ |
297,080 |
|
$ |
16,836 |
|
| Schedule of pro forma results |
Our pro forma results are presented below, in thousands:
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Unaudited Pro Forma for the |
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|
Year Ended December 31, |
|
|
2019 |
|
|
2018 |
Net sales |
|
$ |
2,624,121 |
|
$ |
2,515,593 |
Net income |
|
$ |
190,995 |
|
$ |
144,755 |
|
| 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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|
Year Ended December 31, |
|
|
2019 |
|
2018 |
Amortization of intangible assets |
|
$ |
— |
|
$ |
5,025 |
Income tax expense (using 26.5% and 27.0% effective tax rate in 2019 and 2018, respectively) |
|
$ |
— |
|
$ |
3,700 |
|
| Schedule of estimated fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred |
The estimated fair values of the assets acquired and liabilities assumed for the 2018 acquisitions, as well as the fair value of consideration transferred, approximated the following as of December 31, 2019, in thousands:
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|
|
|
|
|
|
|
|
|
|
|
|
|
2018 Acquisitions |
|
|
Completed During the Year Ended December 31, 2018 |
|
|
ADO |
|
Santa Rosa |
|
USI |
|
Total |
Estimated fair values: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
939 |
|
$ |
— |
|
$ |
14,817 |
|
$ |
15,756 |
Accounts receivable |
|
|
3,434 |
|
|
1,433 |
|
|
61,445 |
|
|
66,312 |
Inventories |
|
|
2,337 |
|
|
104 |
|
|
14,029 |
|
|
16,470 |
Prepaid and other assets |
|
|
135 |
|
|
7 |
|
|
3,439 |
|
|
3,581 |
Property and equipment |
|
|
951 |
|
|
522 |
|
|
33,126 |
|
|
34,599 |
Intangible assets |
|
|
14,090 |
|
|
1,850 |
|
|
165,400 |
|
|
181,340 |
Goodwill |
|
|
2,631 |
|
|
3,014 |
|
|
281,364 |
|
|
287,009 |
Accounts payable |
|
|
(908) |
|
|
(1,099) |
|
|
(17,927) |
|
|
(19,934) |
Accrued liabilities |
|
|
(609) |
|
|
— |
|
|
(34,686) |
|
|
(35,295) |
Deferred tax liability |
|
|
— |
|
|
— |
|
|
(34,469) |
|
|
(34,469) |
Net assets acquired |
|
$ |
23,000 |
|
$ |
5,831 |
|
$ |
486,538 |
|
$ |
515,369 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 Acquisitions |
|
|
Completed During the Year Ended December 31, 2018 |
|
|
ADO |
|
Santa Rosa |
|
USI |
|
Total |
Fair value of consideration transferred: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash |
|
$ |
22,172 |
|
$ |
5,831 |
|
$ |
486,538 |
|
$ |
514,541 |
Contingent consideration |
|
|
828 |
|
|
— |
|
|
— |
|
|
828 |
Total consideration transferred |
|
$ |
23,000 |
|
$ |
5,831 |
|
$ |
486,538 |
|
$ |
515,369 |
|
| Schedule of estimates of acquired intangible assets related to the acquisitions |
Estimates of acquired intangible assets related to the 2018 acquisitions are as follows, as of December 31, 2019, dollars in thousands:
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|
|
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Estimated Fair Value |
|
Weighted Average Estimated Useful Life (Years) |
2018 Acquisitions |
|
|
|
|
|
|
Customer relationships |
|
$ |
168,820 |
|
|
12 |
Trademarks and trade names |
|
|
11,260 |
|
|
9 |
Non-competition agreements |
|
|
1,260 |
|
|
5 |
Total intangible assets for 2018 acquisitions |
|
$ |
181,340 |
|
|
11 |
|
| Schedule of fair value of contingent consideration |
The following table presents the fair value of contingent consideration as of December 31, 2019, in thousands:
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|
|
|
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|
|
|
|
|
|
EcoFoam |
|
ADO |
|
Santa Rosa |
Date of Acquisition |
|
February 27, 2017 |
|
January 10, 2018 |
|
January 18, 2018 |
Fair value of contingent consideration recognized at acquisition date |
|
$ |
2,110 |
|
$ |
828 |
|
$ |
250 |
|
|
|
|
|
|
|
|
|
|
Contingent consideration at December 31, 2018 |
|
$ |
1,573 |
|
$ |
343 |
|
$ |
250 |
Additions |
|
|
— |
|
|
— |
|
|
— |
Change in fair value of contingent consideration during the year ended December 31, 2019 |
|
|
90 |
|
|
(343) |
|
|
— |
Payment of contingent consideration during the year ended December 31, 2019 |
|
|
(841) |
|
|
— |
|
|
(250) |
Liability balance for contingent consideration at December 31, 2019 |
|
$ |
822 |
|
$ |
— |
|
$ |
— |
|