Business Combinations (Tables)
|
3 Months Ended |
Mar. 31, 2018 |
|---|
| Business Combinations |
|
| Schedule of revenue and net income since acquisition date included in the Condensed Consolidated Statements of Operations |
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
|
|
| Schedule of pro forma 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
|
|
| Schedule of additional expense included in the pro forma operating profit and net income |
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
|
|
| Schedule of estimated fair values of the assets acquired and liabilities assumed for the acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
| Schedule of fair value of consideration transferred |
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
|
|
| Schedule of estimates of acquired intangible assets related to the acquisitions |
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
|
|
| Schedule of fair value of contingent consideration |
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
|
|