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Business Combinations (Tables) | 12 Months Ended
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Dec. 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 Consolidated Statements of Operations were as follows, in thousands:
|  | Year Ended December 31, 2018
2018 Acquisitions |  | Net Sales |  | Net Income
ADO |  | $ | 24,766 |  | $ | 252
Santa Rosa |  |  | 6,034 |  |  | 602
USI |  |  | 266,280 |  |  | 15,982
|  | $ | 297,080 |  | $ | 16,836
|  | Year Ended December 31, 2017
2017 Acquisitions |  | Net Sales |  | Net Income
Midwest |  | $ | 17,122 |  | $ | 304
EcoFoam |  |  | 22,315 |  |  | 1,747
Superior |  |  | 9,508 |  |  | 922
Canyon |  |  | 13,333 |  |  | 1,279
All others |  |  | 8,412 |  |  | 892
|  | $ | 70,690 |  | $ | 5,144
Schedule of pro forma results | Our pro forma results are presented below, in thousands:
|  | Unaudited Pro Forma for the Year Ended December 31,
|  | 2018 |  |  | 2017
Net sales |  | $ | 2,515,593 |  | $ | 2,343,687
Net income |  | $ | 144,755 |  | $ | 185,342
Schedule of additional expense included in the pro forma operating profit and net income | Our pro forma results are presented below, in thousands:
|  | Unaudited Pro Forma for the Year Ended December 31,
|  | 2018 |  | 2017
Amortization of intangible assets |  | $ | 5,025 |  | $ | 16,308
Income tax expense (using 27% and 38% effective tax rate in 2018 and 2017, respectively) |  | $ | 3,700 |  | $ | 16,676
Schedule of estimated fair values of the assets acquired and liabilities assumed, as well as the fair value of consideration transferred | 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 December 31, 2018, 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 |  |  | 14,084 |  |  | 16,525
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 |  |  | 281,207 |  |  | 286,852
Accounts payable |  |  | (908) |  |  | (1,099) |  |  | (17,927) |  |  | (19,934)
Accrued liabilities |  |  | (609) |  |  | — |  |  | (34,686) |  |  | (35,295)
Deferred tax liability |  |  | — |  |  | — |  |  | (35,389) |  |  | (35,389)
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 |  | $ | 5,581 |  | $ | 486,538 |  | $ | 514,291
Deferred consideration |  |  | — |  |  | — |  |  | — |  |  | —
Contingent consideration |  |  | 828 |  |  | 250 |  |  | — |  |  | 1,078
Total consideration transferred |  | $ | 23,000 |  | $ | 5,831 |  | $ | 486,538 |  | $ | 515,369
The fair values of the assets acquired and liabilities assumed for the 2017 acquisitions, as well as the fair value of consideration transferred, approximated the following as of December 31, 2018, in thousands:
|  | 2017 Acquisitions
|  | Completed During the Year Ended December 31, 2017
|  | Midwest |  | EcoFoam |  | Superior |  | Canyon |  | All others |  | Total
Estimated fair values: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 6,576 |  | $ | 3,819 |  | $ | 2,012 |  | $ | 8,222 |  | $ | 678 |  | $ | 21,307
Inventories |  |  | 75 |  |  | 1,119 |  |  | 321 |  |  | 575 |  |  | 141 |  |  | 2,231
Prepaid and other assets |  |  | — |  |  | 27 |  |  | 1 |  |  | 29 |  |  | 6 |  |  | 63
Property and equipment |  |  | 655 |  |  | 1,544 |  |  | 361 |  |  | 460 |  |  | 357 |  |  | 3,377
Intangible assets |  |  | 2,740 |  |  | 6,700 |  |  | 5,280 |  |  | 15,220 |  |  | 3,640 |  |  | 33,580
Goodwill |  |  | 3,538 |  |  | 10,796 |  |  | 3,662 |  |  | 10,072 |  |  | 4,037 |  |  | 32,105
Accounts payable |  |  | (1,359) |  |  | (1,378) |  |  | (681) |  |  | (163) |  |  | (26) |  |  | (3,607)
Accrued liabilities |  |  | — |  |  | (302) |  |  | (4) |  |  | — |  |  | — |  |  | (306)
Net assets acquired |  | $ | 12,225 |  | $ | 22,325 |  | $ | 10,952 |  | $ | 34,415 |  | $ | 8,833 |  | $ | 88,750
|  | 2017 Acquisitions
|  | Completed During the Year Ended December 31, 2017
|  | Midwest |  | EcoFoam |  | Superior |  | Canyon |  | All others |  | Total
Fair value of consideration transferred: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash (a) |  | $ | 12,225 |  | $ | 20,822 |  | $ | 10,952 |  | $ | 33,532 |  | $ | 8,833 |  | $ | 86,364
Deferred consideration |  |  | — |  |  | — |  |  | — |  |  | 883 |  |  | — |  |  | 883
Contingent consideration |  |  | — |  |  | 1,503 |  |  | — |  |  | — |  |  | — |  |  | 1,503
Total consideration transferred |  | $ | 12,225 |  | $ | 22,325 |  | $ | 10,952 |  | $ | 34,415 |  | $ | 8,833 |  | $ | 88,750
(a) For Canyon, includes $1,667 of deferred consideration paid during the year ended December 31, 2018.
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 December 31, 2018, 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
2017 Acquisitions: |  |  |  |  |  |
Customer relationships |  | $ | 26,170 |  |  | 10
Trademarks and trade names |  |  | 1,780 |  |  | 10
Non-competition agreements |  |  | 5,630 |  |  | 5
Total intangible assets for 2017 acquisitions |  | $ | 33,580 |  |  | 9
Schedule of fair value of contingent consideration | The following table presents the fair value of contingent consideration as of December 31, 2018, 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, 2017 |  | $ | 2,259 |  | $ | — |  | $ | —
Additions |  |  | — |  |  | 828 |  |  | 250
Change in fair value of contingent consideration during the year ended December 31, 2018 |  |  | 155 |  |  | (485) |  |  | —
Payment of contingent consideration during the year ended December 31, 2018 |  |  | (841) |  |  | — |  |  | —
Liability balance for contingent consideration at December 31, 2018 |  | $ | 1,573 |  | $ | 343 |  | $ | 250

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