Acquisition (Tables)
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9 Months Ended |
Sep. 30, 2021 |
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| Business Combination and Asset Acquisition [Abstract] |
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| Schedule of Fair Values of the Components of the Purchase Price |
The following table summarizes the fair values of the components of the purchase price as of the acquisition date:
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| in thousands |
|
|
| Cash, net of cash acquired |
|
$ |
63,567 |
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| Floor and Decor Class A common stock |
|
5,000 |
|
| Contingent consideration |
|
9,090 |
|
| Total purchase price |
|
$ |
77,657 |
|
|
| Schedule of the Estimated Preliminary Fair Values of the Assets Acquired and Liabilities Assumed |
The following table summarizes the estimated preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:
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| in thousands |
|
Fair Value |
| Current assets |
|
$ |
16,467 |
|
Fixed assets, net |
|
970 |
|
| Right-of-use assets |
|
3,300 |
|
| Intangible assets, net |
|
44,400 |
|
| Goodwill |
|
28,026 |
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| Total assets acquired |
|
$ |
93,163 |
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|
|
|
| Current liabilities |
|
$ |
12,393 |
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| Lease liabilities |
|
2,725 |
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| Other liabilities |
|
388 |
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| Total liabilities assumed |
|
$ |
15,506 |
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|
|
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| Net assets acquired |
|
$ |
77,657 |
|
|
| Schedule of the Preliminary Estimated Fair Values and Estimated Remaining Useful Lives of Identifiable Intangible Assets |
Following are the preliminary estimated fair values and estimated remaining useful lives of identifiable intangibles assets as of the acquisition date:
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| in thousands |
|
Useful Life (Years) |
|
Preliminary Fair Value |
| Identifiable intangible assets: |
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|
|
| Customer relationships |
|
12 |
|
$ |
34,900 |
|
| Trade name |
|
Indefinite |
|
$ |
9,200 |
|
Non-compete agreement |
|
5 |
|
$ |
300 |
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| Total identifiable intangible assets |
|
|
|
$ |
44,400 |
|
|
| Schedule of Intangible Assets and Goodwill |
The gross carrying amount of goodwill and other intangible assets and the related accumulated amortization for amortizable intangible assets as of September 30, 2021 and December 31, 2020 are as follows:
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September 30, 2021 |
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December 31, 2020 |
| in thousands |
Gross carrying amount |
|
Accumulated amortization |
|
Net carrying value |
|
Gross carrying amount |
|
Accumulated amortization |
|
Net carrying value |
| Amortizable intangible assets: |
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|
|
|
|
|
|
|
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| Customer relationships |
$ |
34,900 |
|
|
$ |
(969) |
|
|
$ |
33,931 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
Non-compete agreement |
300 |
|
|
(22) |
|
|
278 |
|
|
— |
|
|
— |
|
|
— |
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| Total amortizable intangible assets |
35,200 |
|
|
(991) |
|
|
34,209 |
|
|
— |
|
|
— |
|
|
— |
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| Unamortizable intangible assets: |
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| Trade names - Floor & Decor |
109,269 |
|
|
— |
|
|
109,269 |
|
|
109,269 |
|
|
— |
|
|
109,269 |
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| Trade names - Spartan |
9,200 |
|
|
— |
|
|
9,200 |
|
|
— |
|
|
— |
|
|
— |
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| Total intangible assets: |
$ |
153,669 |
|
|
$ |
(991) |
|
|
$ |
152,678 |
|
|
$ |
109,269 |
|
|
$ |
— |
|
|
$ |
109,269 |
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|
|
|
|
|
|
|
|
|
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| Goodwill |
$ |
255,473 |
|
|
$ |
— |
|
|
$ |
255,473 |
|
|
$ |
227,447 |
|
|
$ |
— |
|
|
$ |
227,447 |
|
|
| Schedule of Estimated Aggregate Future Amortizable Expense for the Intangible Assets |
The estimated aggregate future amortizable expense for the intangible assets is as follows:
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|
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| in thousands |
Amount |
| Thirteen weeks ending December 30, 2021 |
$ |
743 |
|
| 2022 |
2,974 |
|
| 2023 |
2,974 |
|
| 2024 |
2,974 |
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| 2025 |
2,974 |
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| Thereafter |
21,570 |
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| Total |
$ |
34,209 |
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