Business Combinations (Tables)
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9 Months Ended |
Sep. 30, 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 condensed consolidated statements of operations were as follows, in thousands:
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Three Months Ended September 30, 2019 |
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Nine Months Ended September 30, 2019 |
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Net Sales |
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Net Income |
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Net Sales |
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Net Income |
ADO |
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7,181 |
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58 |
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20,057 |
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|
129 |
Santa Rosa |
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2,377 |
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338 |
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6,919 |
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|
939 |
USI |
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96,368 |
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8,327 |
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284,757 |
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|
26,223 |
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$ |
105,926 |
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$ |
8,723 |
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$ |
311,733 |
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$ |
27,291 |
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| 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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Nine Months Ended September 30, |
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2019 |
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2018 |
Net sales |
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$ |
1,961,771 |
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$ |
1,878,179 |
Net income |
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$ |
145,011 |
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$ |
105,410 |
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| Schedule of additional expense included in the pro forma operating profit and net income |
Our pro forma results are presented below, in thousands:
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Unaudited Pro Forma for the |
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Nine Months Ended September 30, |
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2019 |
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2018 |
Amortization of intangible assets |
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$ |
— |
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$ |
5,039 |
Income tax expense (using 26.5% and 27.0% effective tax rate in 2019 and 2018, respectively) |
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$ |
— |
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$ |
3,407 |
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| 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, are presented below as of September 30, 2019, in thousands:
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2018 Acquisitions |
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Completed During the Year Ended December 31, 2018 |
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ADO |
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Santa Rosa |
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USI |
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Total |
Estimated fair values: |
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Cash |
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$ |
939 |
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$ |
— |
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$ |
14,817 |
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$ |
15,756 |
Accounts receivable |
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3,434 |
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1,433 |
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61,445 |
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66,312 |
Inventories |
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2,337 |
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104 |
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14,029 |
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16,470 |
Prepaid and other assets |
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135 |
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7 |
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3,439 |
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3,581 |
Property and equipment |
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951 |
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522 |
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33,126 |
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34,599 |
Intangible assets |
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14,090 |
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1,850 |
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165,400 |
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181,340 |
Goodwill |
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2,631 |
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3,014 |
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281,364 |
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287,009 |
Accounts payable |
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(908) |
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(1,099) |
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(17,927) |
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(19,934) |
Accrued liabilities |
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(609) |
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— |
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(34,686) |
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(35,295) |
Deferred tax liability |
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— |
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— |
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(34,469) |
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(34,469) |
Net assets acquired |
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$ |
23,000 |
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$ |
5,831 |
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$ |
486,538 |
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$ |
515,369 |
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2018 Acquisitions |
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Completed During the Year Ended December 31, 2018 |
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ADO |
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Santa Rosa |
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USI |
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Total |
Fair value of consideration transferred: |
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Cash |
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$ |
22,172 |
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$ |
5,831 |
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$ |
486,538 |
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$ |
514,541 |
Deferred consideration |
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— |
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— |
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— |
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— |
Contingent consideration |
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|
828 |
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— |
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— |
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|
828 |
Total consideration transferred |
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$ |
23,000 |
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$ |
5,831 |
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$ |
486,538 |
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$ |
515,369 |
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| 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 September 30, 2019, dollars in thousands:
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Estimated Fair Value |
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Weighted Average Estimated Useful Life (Years) |
2018 Acquisitions: |
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Customer relationships |
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$ |
168,820 |
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12 |
Trademarks and trade names |
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11,260 |
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9 |
Non-competition agreements |
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1,260 |
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5 |
Total intangible assets for 2018 acquisitions |
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$ |
181,340 |
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11 |
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| Schedule of fair value of contingent consideration |
The following table presents the fair value of contingent consideration, in thousands:
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EcoFoam |
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ADO |
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Santa Rosa |
Date of Acquisition |
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February 27, 2017 |
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January 10, 2018 |
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January 18, 2018 |
Fair value of contingent consideration recognized at acquisition date |
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$ |
2,110 |
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$ |
828 |
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$ |
250 |
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Contingent consideration at December 31, 2018 |
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$ |
1,573 |
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$ |
343 |
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$ |
250 |
Additions |
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— |
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— |
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— |
Change in fair value of contingent consideration during the nine months ended September 30, 2019 |
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71 |
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(220) |
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— |
Payment of contingent consideration during the nine months ended September 30, 2019 |
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(841) |
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— |
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(250) |
Liability balance for contingent consideration at September 30, 2019 |
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$ |
803 |
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$ |
123 |
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$ |
— |
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