Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.19.1
Business Combinations
3 Months Ended
Mar. 31, 2019
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 three acquisitions during 2018.  Each acquisition was accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs for the three months ended March 31, 2019 and 2018, were $0.1 million and $3.5 million, respectively.  Acquisition costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

Acquisitions

 

On January 10, 2018, we acquired ADO, a distributor of insulation accessories, located in Plymouth, Minnesota.    The purchase price of approximately $23.0 million was funded by cash on hand of $22.2 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 $5.8 million was funded by cash on hand of $5.6 million and contingent consideration of $0.2 million.

 

On May 1, 2018, we acquired USI, a leading distributor and installer of insulation in both residential and commercial construction markets.  Our payment of $486.5 million, which included the purchase price of $475.0 million and adjustments for cash and working capital, was funded through net proceeds from the issuance on April 25, 2018, of the Senior Notes together with the net proceeds from the $100.0 million delayed draw term loan commitment under our Amended Credit Agreement.  For additional information see Note 4 – Long-Term Debt.

 

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, 2019

2018 Acquisitions

    

Net Sales

    

Net Income

ADO

 

$

6,639

 

$

 3

Santa Rosa

 

 

2,188

 

 

309

USI

 

 

92,128

 

 

7,628

 

 

$

100,955

 

$

7,940

 

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. 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.  Further, the pro forma information does not purport to be indicative of future financial operating results.  The pro forma results for the three months ended March 31, 2019 do not include any adjustments from our actual results as all acquisitions were wholly-owned for the entire period.  Our pro forma results are presented below, in thousands:

 

 

 

 

 

 

 

 

 

 

Pro Forma for the Three Months Ended March 31,

 

    

2019

    

 

2018

Net sales

 

$

619,330

 

$

581,763

Net income

 

$

37,983

 

$

34,513

 

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.  Our pro forma results are presented below, in thousands:

 

 

 

 

 

 

 

 

 

 

Pro Forma for the Three Months Ended March 31,

 

    

2019

    

2018

Amortization of intangible assets

 

$

 —

 

$

3,782

Income tax expense (using 26.5% and 27.0% effective tax rate in 2019 and 2018, respectively)

 

$

 —

 

$

3,006

 

 

 

 

Purchase Price Allocations

 

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 March 31, 2019, in thousands:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

3,886

 

 

4,028

Property and equipment

 

 

951

 

 

522

 

 

33,701

 

 

35,174

Intangible assets

 

 

14,090

 

 

1,850

 

 

165,400

 

 

181,340

Goodwill

 

 

2,631

 

 

3,014

 

 

280,483

 

 

286,128

Accounts payable

 

 

(908)

 

 

(1,099)

 

 

(17,927)

 

 

(19,934)

Accrued liabilities

 

 

(609)

 

 

 —

 

 

(34,686)

 

 

(35,295)

Deferred tax liability

 

 

 —

 

 

 —

 

 

(34,610)

 

 

(34,610)

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

Deferred consideration

 

 

 —

 

 

 —

 

 

 —

 

 

 —

Contingent consideration

 

 

828

 

 

 —

 

 

 —

 

 

828

Total consideration transferred

 

$

23,000

 

$

5,831

 

$

486,538

 

$

515,369

 

Estimates of acquired intangible assets related to the acquisitions are as follows, as of March 31, 2019, dollars in thousands:

 

 

 

 

 

 

 

 

 

    

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

 

As third party or internal valuations are finalized, certain tax aspects of the foregoing transactions 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. During the first quarter of 2019, we recorded measurement-period adjustments related to the acquisition of USI, which decreased goodwill by approximately $0.7 million, primarily to record state income tax carryforward items.

 

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.  Of the $286.1 million of goodwill recorded from the 2018 acquisitions, $33.2 million is expected to be deductible for income tax purposes. 

 

Contingent Consideration

 

On February 27, 2017, we acquired substantially all of the assets of EcoFoam, 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. The contingent consideration arrangement requires additional consideration to be paid by TopBuild to the sellers of EcoFoam based on EcoFoam’s attainment of annual revenue targets over a three-year period.  The total amount of undiscounted contingent consideration which TopBuild may be required to pay under the arrangement is $2.5 million.  The fair value of $2.1 million contingent consideration recognized on the acquisition date 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 percent.  Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets.  In the second quarter of 2018, we made the first contingent payment of $0.8 million.

 

The acquisition of ADO included 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 percent.  Changes in the fair value measurement each period reflect the passage of time as well as the impact of adjustments, if any, to the likelihood of achieving the specified targets.

 

The acquisition of Santa Rosa included a contingent consideration arrangement that requires additional consideration to be paid by TopBuild based on the achievement of a gross revenue target for 2018. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration is between zero and $0.25 million, which also represents the fair value recognized on the acquisition date. In the first quarter of 2019, we paid $0.25 million in full and have no remaining contingent consideration obligation related to Santa Rosa as of March 31, 2019. 

 

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

    

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 quarter ended March 31, 2019

 

 

36

 

 

 8

 

 

 —

Payment of contingent consideration during the quarter ended March 31, 2019

 

 

 —

 

 

 —

 

 

(250)

Liability balance for contingent consideration at March 31, 2019

 

$

1,609

 

$

351

 

$

 —