Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.8.0.1
Business Combinations
3 Months Ended
Mar. 31, 2018
Business Combinations  
Business Combinations

12.  BUSINESS COMBINATIONS

 

As part of our strategy to supplement our organic growth and expand our access to additional markets and products, we completed two acquisitions during the three months ended March 31, 2018, and four acquisitions during the three months ended March 31, 2017.  Each acquisition was accounted for as a business combination under ASC 805, “Business Combinations.”  Acquisition related costs for the three months ended March 31, 2018 and 2017, were $3.5 million and $0.3 million, respectively.  Acquisition costs are included in selling, general, and administrative expense in our Condensed Consolidated Statements of Operations.

 

Acquisitions

 

On January 16, 2017, we acquired substantially all of the assets of Midwest, a heavy commercial fireproofing and insulation company with locations in Chicago, Illinois and Indianapolis, Indiana.  The purchase price of approximately $12.2 million was funded by cash on hand.

 

On February 27, 2017, we acquired substantially all of the assets of EcoFoam.  EcoFoam is a residential and light commercial insulation installation company with locations in Colorado Springs and Denver, Colorado.  The purchase price of approximately $22.3 million was funded by cash on hand of $20.2 million and contingent consideration of $2.1 million.

On February 27, 2017, we acquired substantially all of the assets of MR Insulfoam, a residential insulation installation company located in Norwalk, Connecticut.  The purchase price of approximately $1.5 million was funded by cash on hand.

 

On March 29, 2017, we acquired substantially all of the assets of Capital, a residential insulation installation company located in Sacramento, California.  The purchase price of approximately $7.3 million was funded by cash on hand.

 

On January 10, 2018, we acquired ADO, a distributor of insulation accessories, located in Plymouth, Minnesota.    The purchase price of approximately $22.4 million was funded by cash on hand of $21.6 million and contingent consideration of $0.8 million.

 

On January 18, 2018, we acquired substantially all of the assets of Santa Rosa, a residential and commercial insulation company located in Miami, Florida.  The purchase price of approximately $5.6 million was funded by cash on hand.

 

Revenue and net income since the respective acquisition dates included in our Condensed Consolidated Statements of Operations were as follows, in thousands:

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2018

2018 Acquisitions

    

Net Sales

    

Net Income

ADO

 

$

5,294

 

$

98

Santa Rosa

 

 

1,171

 

 

123

 

 

$

6,465

 

$

221

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2017

2017 Acquisitions

    

Net Sales

    

Net Income

Midwest

 

$

3,268

 

$

(91)

EcoFoam

 

 

2,389

 

 

91

All others

 

 

196

 

 

22

 

 

$

5,853

 

$

22

 

Pro Forma Results

 

The following unaudited pro forma information has been prepared as if the 2018 acquisitions described above had taken place on January 1, 2017, and as if the 2017 acquisitions had taken place on January 1, 2016.  The unaudited pro forma information is not necessarily indicative of the results that we would have achieved had the transactions actually taken place on January 1, 2017, and January 1, 2016, as applicable.  Further, the pro forma information does not purport to be indicative of future financial operating results.  Our pro forma results are presented below, in thousands:

 

 

 

 

 

 

 

 

 

 

Pro Forma for the Three Months Ended March 31,

 

    

2018

    

 

2017

Net sales

 

$

492,399

 

$

455,507

Net income

 

$

26,400

 

$

16,202

 

The following table details the additional expense included in the unaudited pro forma net income as if the 2018 acquisitions described above had taken place on January 1, 2017, and as if the 2017 acquisitions had taken place on January 1, 2016.  Our pro forma results are presented below, in thousands:

 

 

 

 

 

 

 

 

 

 

Pro Forma for the Three Months Ended March 31,

 

    

2018

    

2017

Amortization of intangible assets

 

$

42

 

$

338

Income tax expense (using normalized 27% ETR for 2018 and 38% ETR for 2017)

 

$

 5

 

$

206

 

Purchase Price Allocations

 

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, 2018, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 Acquisitions

 

 

Completed During the Three Months Ended March 31, 2018

 

    

ADO

    

Santa Rosa

    

Total

Estimated fair values:

 

 

 

 

 

 

 

 

 

Cash

 

$

239

 

$

 —

 

$

239

Accounts receivable

 

 

3,271

 

 

1,433

 

 

4,704

Inventories

 

 

2,326

 

 

104

 

 

2,430

Prepaid and other assets

 

 

194

 

 

 7

 

 

201

Property and equipment

 

 

951

 

 

522

 

 

1,473

Intangible assets

 

 

14,090

 

 

1,850

 

 

15,940

Goodwill

 

 

2,888

 

 

2,764

 

 

5,652

Accounts payable

 

 

(908)

 

 

(1,099)

 

 

(2,007)

Accrued liabilities

 

 

(609)

 

 

 —

 

 

(609)

Net assets acquired

 

$

22,442

 

$

5,581

 

$

28,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 Acquisitions

 

 

Completed During the Three Months Ended March 31, 2017

 

    

Midwest

    

EcoFoam

    

All others

    

Total

Estimated fair values:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

$

6,576

 

$

3,819

 

$

678

 

$

11,073

Inventories

 

 

75

 

 

1,119

 

 

141

 

 

1,335

Prepaid and other assets

 

 

 —

 

 

27

 

 

 6

 

 

33

Property and equipment

 

 

655

 

 

1,544

 

 

357

 

 

2,556

Intangible assets

 

 

2,740

 

 

6,700

 

 

3,640

 

 

13,080

Goodwill

 

 

3,538

 

 

10,796

 

 

4,037

 

 

18,371

Accounts payable

 

 

(1,359)

 

 

(1,378)

 

 

(26)

 

 

(2,763)

Accrued liabilities

 

 

 —

 

 

(302)

 

 

 —

 

 

(302)

Net assets acquired

 

$

12,225

 

$

22,325

 

$

8,833

 

$

43,383

 

The following table details the fair value of consideration transferred as of March 31, 2018, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

2018 Acquisitions

 

 

Completed During the Three Months Ended March 31, 2018

 

  

ADO

  

Santa Rosa

  

Total

Fair value of consideration:

 

 

 

 

 

 

 

 

 

Cash

 

$

21,614

 

$

5,581

 

$

27,195

Contingent consideration

 

 

828

 

 

 —

 

 

828

Total consideration transferred

 

$

22,442

 

$

5,581

 

$

28,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2017 Acquisitions

 

 

Completed During the Three Months Ended March 31, 2017

 

  

Midwest

  

EcoFoam

  

All others

  

Total

Fair value of consideration:

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

12,225

 

$

20,215

 

$

8,833

 

$

41,273

Contingent consideration

 

 

 —

 

 

2,110

 

 

 —

 

 

2,110

Total consideration transferred

 

$

12,225

 

$

22,325

 

$

8,833

 

$

43,383

 

Estimates of acquired intangible assets related to the acquisitions are as follows, as of March 31, 2018, dollars in thousands:

 

 

 

 

 

 

 

 

2018 Acquisitions

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

Fair value of intangibles:

 

 

 

 

 

 

Customer relationships

 

$

14,220

 

 

15

Trademarks and trade names

 

 

460

 

 

 5

Non-competition agreements

 

 

1,260

 

 

 5

Total intangible assets

 

$

15,940

 

 

13

 

 

 

 

 

 

 

 

2017 Acquisitions

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

Fair value of intangibles:

 

 

 

 

 

 

Customer relationships

 

$

8,950

 

 

10

Trademarks and trade names

 

 

1,050

 

 

10

Non-competition agreements

 

 

3,080

 

 

 5

Total intangible assets

 

$

13,080

 

 

 9

 

As third party or internal valuations are finalized, certain tax aspects of the transaction are completed, and customer post-closing reviews are concluded, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price, through the end of each measurement period, generally one year following the applicable acquisition date.  Various insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the respective dates of acquisition.

 

Goodwill to be recognized in connection with these acquisitions is attributable to the synergies expected to be realized and improvements in the businesses after the acquisitions.  All of the $5.7  million of goodwill recorded from the 2018 acquisitions is expected to be deductible for income tax purposes.

 

Contingent Consideration

 

The acquisition of EcoFoam includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild to the sellers of EcoFoam based on certain future revenues of EcoFoam over a three-year period.  The range of the undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $2.5 million.  The fair value of the contingent consideration recognized on the acquisition date of $2.1 million was estimated by applying the income approach using discounted cash flows.  That measure is based on significant Level 3 inputs not observable in the market.  The significant assumption includes a discount rate of 9.5%.

 

The acquisition of ADO includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild to the sellers of ADO based on the achievement of certain EBITDA thresholds over a two-year period.  The range of the undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.0 million.  The fair value of the contingent consideration recognized on the acquisition date of $0.8 million was estimated by applying the income approach using discounted cash flows.  That measure is based on significant Level 3 inputs not observable in the market.  The significant assumption includes a discount rate of 9.5%.

 

Contingent consideration is recorded in the Condensed Consolidated Balance Sheets in accrued liabilities and other liabilities.  Adjustments to the fair value of contingent consideration are reflected in selling, general, and administrative expense in the Condensed Consolidated Statements of Operations and are included in the acquisition related costs above. 

 

The following table presents the fair value of contingent consideration, in thousands:

 

 

 

 

 

 

 

 

 

    

EcoFoam

    

ADO

Date of Acquisition

 

February 27, 2017

 

February 10, 2018

Fair value of contingent consideration recognized at acquisition date

 

$

2,110

 

$

828

 

 

 

 

 

 

 

Contingent consideration at December 31, 2017

 

$

2,259

 

$

 —

Additions

 

 

 —

 

 

828

Change in fair value of contingent consideration during the three months ended March 31, 2018

 

 

51

 

 

19

Settlement of contingent consideration during the three months ended March 31, 2018

 

 

 —

 

 

 —

Liability balance for contingent consideration at March 31, 2018

 

$

2,310

 

$

847