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Acquisitions
12 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions

4.

ACQUISITIONS

Fiscal 2020 Acquisition of Infiltrator Water Technologies

On July 31, 2019 (the “Closing Date”), the Company completed its Acquisition of Infiltrator Water Technologies pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated July 31, 2019. Infiltrator Water Technologies manufactures and sells wastewater systems for homes and provides drainage chambers for septic and storm water management. The total fair value of consideration transferred was $1,147.2 million. The Merger Agreement was funded through the Bridge Loan Facility as further described in “Note 13. Debt”. The results of operations of Infiltrator Water Technologies are included in the Consolidated Statements of Operations after July 31, 2019.

The following table summarizes the consideration transferred and the preliminary purchase price allocation of the assets acquired and liabilities assumed. The Company’s estimates and assumptions are subject to change during the measurement period. The measurement period ends on July 31, 2020. Any changes to the Company’s estimates or assumptions may result in material changes from the preliminary purchase price allocations.

 

(Amounts in thousands)

 

Initial Amount

 

 

Adjustments to

Purchase Price

 

 

Adjustments to Property, Plant and Equipment

 

 

Adjustments to

Intangible Assets

 

 

Tax Adjustments

 

 

Updated Amount

 

Cash

 

$

57,375

 

 

$

 

 

$

 

 

$

 

 

$

 

 

$

57,375

 

Total current assets,

     excluding cash

 

 

75,847

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

75,847

 

Property, plant and equipment

 

 

98,860

 

 

 

 

 

 

(6,575

)

 

 

 

 

 

 

 

 

92,285

 

Goodwill

 

 

567,034

 

 

 

704

 

 

 

6,575

 

 

 

(100,000

)

 

 

21,528

 

 

 

495,841

 

Intangible assets, net

 

 

475,000

 

 

 

 

 

 

 

 

 

100,000

 

 

 

 

 

 

575,000

 

Other assets

 

 

14,366

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,366

 

Total current liabilities

 

 

(22,756

)

 

 

 

 

 

 

 

 

 

 

 

931

 

 

 

(21,825

)

Deferred tax liabilities

 

 

(109,926

)

 

 

 

 

 

 

 

 

 

 

 

(22,459

)

 

 

(132,385

)

Other liabilities

 

 

(9,274

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(9,274

)

Total fair value of

     consideration transferred

 

$

1,146,526

 

 

$

704

 

 

$

 

 

$

 

 

$

 

 

$

1,147,230

 

 

The fair value of consideration transferred includes $6.0 million of Infiltrator Water Technologies payable to the Company and $6.6 million of Infiltrator Water Technologies receivable due from the Company.

The goodwill of $495.8 million represents the excess of consideration transferred over the fair value of assets acquired and liabilities assumed and is attributable to expected revenue synergies, as well as operating efficiencies and cost savings. The goodwill is not deductible for tax purposes and is assigned to the Infiltrator Water Technologies segment.

Of the $132.4 million of preliminary purchase price allocated to deferred tax liabilities, $82.3 million related to the step up of GAAP basis for fair market valuations, while the remaining $50.1 million were acquired deferred tax liabilities. Of the total $82.3 million, $80.2 million was attributed to intangible assets. See “Note 18. Income Taxes” for additional information.

The purchase price excludes transaction costs. During the fiscal year ended March 31, 2020, the Company incurred $22.9 million of transaction costs related to the Acquisition such as legal, accounting, valuation and other professional services. The Company estimates approximately $7.3 million of transaction costs are not deductible for tax purposes. These costs are included in general and administrative expenses in the Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income.

The identifiable intangible assets recorded in connection with the closing of the Acquisition are based on valuations including customer relationships, patents and developed technology, and tradename and trademarks totaling $575.0 million. Customer relationships are amortized using an accelerated method over an estimated useful life of 20 years. Patents and developed technology and tradename and trademarks are on a straight-line basis over the respective useful lives of 10 and 20 years.

 

(Amounts in thousands)

 

Preliminary fair value

 

 

Estimated useful lives

Customer relationships

 

$

360,000

 

 

20 years

Patents and developed technology

 

 

150,000

 

 

 10 years

Tradename and trademarks

 

 

65,000

 

 

 20 years

Total identifiable intangible assets

 

$

575,000

 

 

 

 

The net sales to external customers of Infiltrator Water Technologies since the acquisition are included in the Consolidated Statements of Operations for the fiscal year ended March 31, 2020 was $169.3 million. The income before taxes of Infiltrator Water Technologies since the acquisition are included in the Consolidated Statements of Operations for the fiscal year ended March 31, 2020 was $8.2 million

The unaudited pro forma information for the fiscal year ended March 31, 2020 presented below includes the effects of the Acquisition as if it had been consummated as of April 1, 2017, with adjustments to give effect to pro forma events that are directly attributable to the Acquisition. Adjustments include those related to the amortization of acquired intangible assets, increases in interest expense due to additional borrowings incurred to finance the Acquisition, transaction costs, the elimination of transactions between the Company and Infiltrator Water Technologies and the estimated tax impacts thereof. The unaudited pro forma information does not reflect any operating efficiency or potential cost savings that could result from the consolidation of Infiltrator Water Technologies. Accordingly, the unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the actual results of the combined company if the Acquisition had occurred at the beginning of the period presented, nor is it indicative of the future results of operations.

 

(Amounts in thousands)

 

2020

 

 

2019

 

 

2018

 

Net sales

 

$

1,760,208

 

 

$

1,608,450

 

 

$

1,520,571

 

Net income (loss) attributable to ADS

 

 

(145,244

)

 

 

27,411

 

 

 

(33,606

)

 

Fiscal 2019 Acquisition of Noncontrolling interest in BaySaver

BaySaver Technologies LLC (“BaySaver”) was a joint venture that was established to produce and distribute water quality filters and separators used in the removal of sediment and pollution from storm water. During the third quarter of fiscal 2019, ADS purchased the remaining 35% ownership interest in BaySaver for a purchase price of $8.8 million. The purchase of the remaining 35% ownership interest was reflected as a reduction in the Redeemable noncontrolling interest in subsidiary in the Consolidated Balance Sheets and as a financing activity in the Consolidated Statement of Cash Flows. Additionally, resulting from this transaction, the Company recorded a $0.4 million non-cash adjustment to deferred taxes. BaySaver is now a wholly-owned subsidiary of ADS. 

Fiscal 2018 Acquisition of DURASLOT, Inc.

On August 1, 2017, ADS acquired DURASLOT, Inc., a manufacturer of linear surface drains, for $2.3 million. The acquisition included approximately $2.1 million of tax-deductible goodwill. The acquisition of DURASLOT, Inc. is included in Other investing activities on the Consolidated Statement of Cash Flows.