Annual report pursuant to Section 13 and 15(d)

Business Combinations

v3.20.4
Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations  
Business Combinations

16.  BUSINESS COMBINATIONS

We continue to acquire businesses as part of our ongoing strategy to grow our company and expand our market share. Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs for the years ended December 31, 2020 and 2019, were $0.9 million and $0.1 million, respectively.  Acquisition costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

Acquisitions

On July 15, 2019, we acquired Viking, an insulation company located in Burbank, California. The purchase price of approximately $7.7 million was funded by cash on hand of $6.5 million and contingent consideration of $1.2 million.

On February 20, 2020, we acquired Cooper, a commercial glass company serving the Memphis market. The purchase price of approximately $11.5 million was funded by cash on hand of $10.5 million and contingent consideration of $1.0 million. We recognized goodwill of $5.7 million in connection with this acquisition during the year ended December 31, 2020.

On February 24, 2020, we acquired Hunter, a residential insulation company located in Long Island, New York. The purchase price of approximately $9.1 million was funded by cash on hand. We recognized goodwill of $5.3 million in connection with this acquisition during the year ended December 31, 2020.

On October 1, 2020, we acquired Garland, one of the largest locally owned and operated insulation companies in Texas and Colorado.  The purchase price of approximately $62.1 million was funded by cash on hand. We recognized goodwill of $31.0 million in connection with this acquisition during the year ended December 31, 2020.

Revenue and operating profit since the respective 2020 acquisition dates included in our Consolidated Statements of Operations were as follows, in thousands:

Year Ended December 31, 2020

Net Sales

    

Operating Profit

2020 Acquisitions

Garland

16,929

1,737

All Others

14,720

1,455

Total

$

31,649

$

3,192

Purchase Price Allocations

The estimated fair values of the assets acquired and liabilities assumed for the 2020 acquisitions, as well as the fair value

of consideration transferred, approximated the following as of December 31, 2020, in thousands:

2020 Acquisitions

    

Garland

    

All Others

Total

Estimated fair values:

Cash

$

$

7

$

7

Accounts receivable

7,646

3,870

11,516

Inventories

2,853

108

2,961

Prepaid and other assets

117

14

131

Property and equipment

2,766

1,066

3,832

Intangible assets

24,090

7,279

31,369

Goodwill

30,964

11,803

42,767

Accounts payable

(4,953)

(1,839)

(6,792)

Accrued liabilities

(1,376)

(1,376)

Deferred tax liability

Net assets acquired

$

62,107

$

22,308

$

84,415

2020 Acquisitions

  

Garland

    

All Others

    

Total

Fair value of consideration transferred:

Cash

$

62,107

$

21,308

$

83,415

Deferred consideration

Contingent consideration

1,000

1,000

Total consideration transferred

$

62,107

$

22,308

$

84,415

Estimates of acquired intangible assets related to the 2020 acquisitions are as follows, as of December 31, 2020, dollars in thousands:

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

2020 Acquisitions

Customer relationships

$

29,439

12

Trademarks and trade names

1,630

10

Non-competition agreements

300

3

Total intangible assets for 2020 acquisitions

$

31,369

12

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.

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.  Primarily all of the $42.8 million of goodwill recorded from the 2020 acquisitions 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. We made the final contingent payment of $0.8 million during the year ended December 31, 2020 and have no remaining obligation under the arrangement.

The acquisition of Viking included a contingent consideration arrangement that requires additional consideration to be paid by TopBuild based on the achievement of annual gross revenue targets over a three-year period. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.5 million. The fair value of the contingent consideration recognized on the acquisition date of $1.2 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 10.0%. 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. We made a contingent payment of $0.5 million in the year ended December 31, 2020.

The acquisition of Cooper includes a contingent consideration arrangement that requires additional consideration to be paid by TopBuild based on the achievement of annual gross revenue targets over a two-year period. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.0 million, which also represents the fair value recognized on the acquisition date.

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

    

EcoFoam

    

Viking

Cooper

Date of Acquisition

February 27, 2017

July 15, 2019

February 20, 2020

Fair value of contingent consideration recognized at acquisition date

$

2,110

$

1,243

$

1,000

Contingent consideration at December 31, 2019

$

822

$

1,304

$

Additions

1,000

Change in fair value of contingent consideration during the year ended December 31, 2020

19

106

Payment of contingent consideration during the year ended December 31, 2020

(841)

(500)

Liability balance for contingent consideration at December 31, 2020

$

$

910

$

1,000