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Acquisitions and Dispositions | 6 Months Ended
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Jun. 30, 2020
Business Combinations [Abstract] |
Acquisitions and Dispositions | Acquisitions Defenders Acquisition During January 2020, the Company acquired Defender Holdings, Inc. (“Defenders”) (the “Defenders Acquisition”), which represented the acquisition of the Company’s largest independent dealer, for total consideration of approximately $290 million, which consisted of cash paid of $172 million, net of cash acquired, and the issuance of approximately 16 million shares of the Company’s common stock with a fair value of $114 million. The following table summarizes the purchase price allocation of the estimated fair values of the net assets acquired and liabilities assumed as reflected in the condensed consolidated financial statements as of the date of acquisition:
Fair value of assets acquired and liabilities assumed (in thousands): |
Cash | $ | 3,437 |
Accounts receivable | 15,436 |
Inventories | 17,950 |
Prepaid expenses and other current assets | 16,752 |
Property and equipment | 16,486 |
Goodwill | 252,619 |
Contracts and related customer relationships | 17,000 |
Other assets | 18,734 |
Accounts payable | (14,937) |
Deferred revenue | (1,170) |
Accrued expenses and other current liabilities | (28,133) |
Deferred tax liabilities | (8,051) |
Other liabilities | (15,760) |
Total consideration transferred | $ | 290,363 |
The purchase price allocation reflects preliminary fair value estimates based on management analysis, including preliminary work performed by third-party valuation specialists. The Company will finalize the purchase price allocation no later than one year from the acquisition date. The acquired contracts and related customer relationships are amortized over 14 years. The Company recorded approximately $253 million of goodwill, none of which is deductible for tax purposes, and reflects the strategic value and expected synergies of Defenders to the Company. Additionally, the Company allocated the goodwill recognized as a result of the Defenders Acquisition to the U.S. reporting unit. The impact of Defenders on the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2020 and pro-forma results for the three and six months ended June 30, 2019 was not material. In connection with the Defenders Acquisition, the Company settled a pre-existing relationship with Defenders related to customer accounts purchased from Defenders prior to the Defenders Acquisition. As a result, the Company recorded a charge in the amount of $81 million to merger, restructuring, integration, and other in the Condensed Consolidated Statements of Operations and reflected the associated cash payment as cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2020. Other Acquisitions In addition to the Defenders Acquisition, the Company paid $8 million, net of cash acquired, related to other business acquisitions, which resulted in the recognition of $7 million of goodwill, during the six months ended June 30, 2020.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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