Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.21.2
Business Combinations
9 Months Ended
Sep. 30, 2021
Business Combinations  
Business Combinations

13. 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 three months ended September 30, 2021 and 2020 were $2.7 million and $0.2 million, respectively. Acquisition related costs for the nine months ended September 30, 2021 and 2020 were $3.4 million and $0.4 million, respectively. Acquisition related costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

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:

Three Months Ended

Nine Months Ended

September 30, 2021

September 30, 2021

2021 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

Net Sales

Net Income

Net Sales

Net Income (Loss)

LCR

1/20/2021

$

53,667

$

$

53,667

$

19,453

$

12,962

$

26

33,519

(590)

ABS

4/5/2021

124,416

124,416

55,625

36,921

3,031

73,644

4,699

All others

Various

26,946

1,200

28,146

11,997

6,304

330

10,907

796

Total

$

205,029

$

1,200

$

206,229

$

87,075

$

56,187

$

3,387

$

118,070

$

4,905

Pro Forma Results

The following unaudited pro forma information has been prepared as if the 2021 acquisitions described above had taken
place on January 1, 2020, and as if the 2020 acquisitions had taken place on January 1, 2019. 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, 2020, and January 1, 2019, as applicable. Further, the unaudited pro forma information does not purport to be indicative of future financial operating results. Our unaudited pro forma results are presented below, in thousands:

Unaudited Pro Forma for the

Unaudited Pro Forma for the

Three Months Ended September 30,

Nine Months Ended September 30,

    

2021

    

2020

    

2021

    

2020

Net sales

$

847,093

$

770,888

$

2,475,604

$

2,211,936

Net income

$

95,612

$

74,580

$

247,940

$

187,055

The following table details the additional expense included in the unaudited pro forma operating income as if the 2021
acquisitions described above had taken place on January 1, 2020, and as if the 2020 acquisitions had taken place on January 1, 2019. Our unaudited pro forma results are presented below, in thousands:

Unaudited Pro Forma for the

Unaudited Pro Forma for the

Three Months Ended September 30,

Nine Months Ended September 30,

    

2021

    

2020

    

2021

    

2020

Depreciation & amortization

$

39

$

3,227

$

2,197

$

9,819

Income tax expense (using 26% effective tax rate)

$

62

$

1,683

$

876

$

4,008

Purchase Price Allocations

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:

2021 Acquisitions

    

LCR

    

ABS

All Others

Total

Estimated fair values:

Accounts receivable

16,041

14,184

2,236

32,461

Inventories

806

8,441

2,955

12,202

Prepaid and other assets

83

370

113

566

Property and equipment

3,730

7,321

2,458

13,509

ROU asset

518

8,843

2,914

12,275

Intangible assets

16,040

38,670

9,581

64,291

Goodwill

19,453

55,625

11,997

87,075

Accounts payable

(2,105)

(1,275)

(3,380)

Lease liabilities

(518)

(8,843)

(2,914)

(12,275)

All other liabilities

(381)

(195)

81

(495)

Net assets acquired

$

53,667

$

124,416

$

28,146

$

206,229

Estimates of acquired intangible assets related to the 2021 acquisitions are as follows, as of September 30, 2021, dollars in thousands:

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

2021 Acquisitions

Customer relationships

$

58,901

12

Trademarks and trade names

5,390

10

Total intangible assets acquired

$

64,291

12

The table below provides a summary as of September 30, 2021 for businesses acquired during the nine months ended September 30, 2020:

2020 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

Cooper

2/20/2020

$

10,500

$

1,000

$

11,500

$

5,700

Hunter

2/24/2020

9,100

9,100

5,300

Total

$

19,600

$

1,000

$

20,600

$

11,000

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 $87.1 million and $11.0 million of goodwill recorded from acquisitions for the nine months ended September 30, 2021 and 2020, respectively, is expected to be deductible for income tax purposes.

Contingent Consideration

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 ending July 15, 2022. 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 during the nine months ended September 30, 2021.

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 ending February 20, 2022. 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. 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 $0.2 million during the nine months ended September 30, 2021 and the remaining liability for contingent consideration has been released with no further payments anticipated.

The acquisition of Valley 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 ending August 23, 2023. The range of undiscounted amounts TopBuild may be required to pay under the contingent consideration agreement is between zero and $1.2 million, which also represents the fair value recognized on the acquisition date. 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.

Payments of contingent consideration are classified as either financing or operating activities on our condensed consolidated statement of cash flows in accordance with ASC 230-10-45. The following table presents the fair value of contingent consideration, in thousands:

    

Viking

    

Cooper

Valley

Date of Acquisition

July 15, 2019

February 20, 2020

August 23, 2021

Fair value of contingent consideration recognized at acquisition date

$

1,243

$

1,000

$

1,200

Contingent consideration at December 31, 2020

$

910

$

1,000

$

Additions during the nine months ended September 30, 2021

1,200

Change in fair value of contingent consideration during the nine months ended September 30, 2021

56

(850)

Payment of contingent consideration during the nine months ended September 30, 2021

(500)

(150)

Liability balance for contingent consideration at September 30, 2021

$

466

$

$

1,200