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Business Combinations
12 Months Ended
Sep. 30, 2019
Business Combinations [Abstract]  
Business Combinations

10) Business Combinations

 During fiscal 2019, the Company acquired one of its subcontractors, a liquid product dealer and the assets of a propane dealer for an aggregate purchase price of approximately $60.9 million.  As of September 30, 2019 the intangibles and goodwill have been provisionally determined.  The Company will record any material adjustments to the initial estimates based on new information obtained that would have existed as of the date of the acquisition. Any adjustment that arises from information obtained that did not exist as of the date of the acquisition will be recorded in the period the adjustment arises.  The following table summarizes the preliminary fair values and purchase price allocations in aggregate of the assets acquired and liabilities assumed related to the fiscal 2019 acquisitions as of the respective acquisition dates.

 

(in thousands)

 

As of Acquisition Date

 

Receivables

 

$

6,887

 

Inventories

 

 

2,105

 

Prepaid expenses and other current assets

 

 

89

 

Property and equipment, net

 

 

13,676

 

Intangibles

 

 

28,599

 

Accrued expenses and other current liabilities

 

 

(366

)

Unearned service contract revenue

 

 

(2,800

)

Customer credit balances

 

 

(3,399

)

Other long-term liabilities

 

 

(25

)

Total net identifiable assets acquired

 

$

44,766

 

 

 

 

 

 

Total consideration

 

$

60,904

 

Less: Total net identifiable assets acquired

 

 

44,766

 

Goodwill

 

$

16,138

 

The total acquisition expenses of $1.2 million related to these acquisitions are included in the Consolidated Statement of Operations under “General and administrative expenses” for the twelve months ended September 30, 2019.  The goodwill was primarily attributable to increased synergies that were expected to be achieved from the integration of the acquired businesses into our operations.  All of the $16.1 million of goodwill relating to the acquisitions is expected to be deductible for income tax purposes.

The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on the respective acquisition dates. Customer lists, other intangibles and trade names are amortized on a straight-line basis over ten to twenty years.

Included in our Consolidated Statement of Operations from the respective acquisition dates through September 30, 2019, are sales and net loss before income taxes of $25.2 million and $1.7 million, respectively.

The following table provides unaudited pro forma results of operations as if the fiscal 2019 acquisitions had occurred on October 1, 2017, the beginning of fiscal year 2018. The unaudited pro forma results were prepared using current and prior year financial information, reflecting certain adjustments related to the acquisition, such as the elimination of directly attributable acquisition expenses and changes to depreciation and amortization expenses. These pro forma adjustments do not include any potential synergies related to combining the businesses. Accordingly, such pro forma operating results were prepared for comparative purposes only and do not purport to be indicative of what would have occurred had the acquisitions been made as of October 1, 2017 or of results that may occur in the future.

 

For the Twelve Months Ended

September 30,

 

(in thousands)

2019

 

 

2018

 

Total sales

$

1,821,522

 

 

$

1,765,165

 

Net income

$

22,486

 

 

$

57,112

 

During fiscal 2018, the Company acquired five heating oil dealers and one motor fuel dealer for an aggregate purchase price of approximately $25.2 million; $23.7 million in cash and $1.5 million of deferred liabilities. The gross purchase price was allocated $15.3 million to intangible assets, $7.5 million to fixed assets and $2.4 million to working capital. The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on their respective acquisition date, and are not material to the Company’s financial condition, results of operations, or cash flows.

During fiscal 2017, the Company acquired four heating oil dealers, two propane dealers and a plumbing service provider for an aggregate purchase price of approximately $44.8 million; $43.3 million in cash and $1.5 million of deferred liabilities (including $0.6 million of contingent consideration). The gross purchase price was allocated $37.5 million to intangible assets, $10.2 million to fixed assets and reduced by $2.9 million in working capital credits. The acquired companies’ operating results are included in the Company’s consolidated financial statements starting on their respective acquisition date, and are not material to the Company’s financial condition, results of operations, or cash flows.