Business Combinations (Tables)
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9 Months Ended |
Sep. 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 September 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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Accounts receivable |
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16,041 |
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14,184 |
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2,236 |
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32,461 |
Inventories |
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|
806 |
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8,441 |
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2,955 |
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12,202 |
Prepaid and other assets |
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83 |
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|
370 |
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113 |
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|
566 |
Property and equipment |
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3,730 |
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7,321 |
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2,458 |
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13,509 |
ROU asset |
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518 |
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8,843 |
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2,914 |
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|
12,275 |
Intangible assets |
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16,040 |
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38,670 |
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9,581 |
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64,291 |
Goodwill |
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19,453 |
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55,625 |
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11,997 |
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|
87,075 |
Accounts payable |
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(2,105) |
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— |
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(1,275) |
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(3,380) |
Lease liabilities |
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(518) |
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(8,843) |
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(2,914) |
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(12,275) |
All other liabilities |
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(381) |
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(195) |
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81 |
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(495) |
Net assets acquired |
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$ |
53,667 |
|
$ |
124,416 |
|
$ |
28,146 |
|
$ |
206,229 |
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| Schedule of fair value of contingent consideration |
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Viking |
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Cooper |
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Valley |
Date of Acquisition |
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July 15, 2019 |
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February 20, 2020 |
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August 23, 2021 |
Fair value of contingent consideration recognized at acquisition date |
|
$ |
1,243 |
|
$ |
1,000 |
|
$ |
1,200 |
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Contingent consideration at December 31, 2020 |
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$ |
910 |
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$ |
1,000 |
|
$ |
— |
Additions during the nine months ended September 30, 2021 |
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— |
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— |
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|
1,200 |
Change in fair value of contingent consideration during the nine months ended September 30, 2021 |
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56 |
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(850) |
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— |
Payment of contingent consideration during the nine months ended September 30, 2021 |
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(500) |
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(150) |
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— |
Liability balance for contingent consideration at September 30, 2021 |
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$ |
466 |
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$ |
— |
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$ |
1,200 |
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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 September 30, |
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Nine Months Ended September 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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$ |
847,093 |
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$ |
770,888 |
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$ |
2,475,604 |
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$ |
2,211,936 |
Net income |
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$ |
95,612 |
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$ |
74,580 |
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$ |
247,940 |
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$ |
187,055 |
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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 nine months ended September 30, 2021:
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Three Months Ended |
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Nine Months Ended |
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September 30, 2021 |
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September 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 |
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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 |
|
$ |
12,962 |
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$ |
26 |
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|
33,519 |
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(590) |
ABS |
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4/5/2021 |
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124,416 |
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— |
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|
124,416 |
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55,625 |
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|
36,921 |
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|
3,031 |
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73,644 |
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|
4,699 |
All others |
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Various |
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26,946 |
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1,200 |
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28,146 |
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11,997 |
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6,304 |
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|
330 |
|
|
10,907 |
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|
796 |
Total |
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$ |
205,029 |
|
$ |
1,200 |
|
$ |
206,229 |
|
$ |
87,075 |
|
$ |
56,187 |
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$ |
3,387 |
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$ |
118,070 |
|
$ |
4,905 |
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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 September 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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$ |
58,901 |
|
|
12 |
Trademarks and trade names |
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5,390 |
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|
10 |
Total intangible assets acquired |
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$ |
64,291 |
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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 September 30, |
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Nine Months Ended September 30, |
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2021 |
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2020 |
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2021 |
|
2020 |
Depreciation & amortization |
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$ |
39 |
|
$ |
3,227 |
|
$ |
2,197 |
|
$ |
9,819 |
Income tax expense (using 26% effective tax rate) |
|
$ |
62 |
|
$ |
1,683 |
|
$ |
876 |
|
$ |
4,008 |
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| 2020 Acquisitions |
|
| Business Combinations |
|
| Summary of businesses acquired |
The table below provides a summary as of September 30, 2021 for businesses acquired during the nine months ended September 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 |
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Total Purchase Price |
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Goodwill Acquired |
Cooper |
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2/20/2020 |
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$ |
10,500 |
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$ |
1,000 |
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$ |
11,500 |
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$ |
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 |
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$ |
1,000 |
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$ |
20,600 |
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$ |
11,000 |
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