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. 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 |