Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.22.2
Business Combinations
9 Months Ended
Jul. 02, 2022
Business Combinations [Abstract]  
Business Combinations

Note 3—Business Combinations

The following acquisitions did not have a material impact on our financial position or results of operations. Our condensed consolidated financial statements include the results of operations of these acquisitions from the date of acquisition. The total purchase consideration was allocated to the tangible and intangible assets acquired and the liabilities assumed at their estimated fair values as of each acquisition date, with the excess recorded to goodwill. The goodwill resulting from these acquisitions is expected to be deductible for income tax purposes. During the measurement periods, which will not exceed one year from each closing, we will continue to obtain information to assist us in finalizing the acquisition date fair values. Any qualifying changes to our preliminary estimates will be recorded as adjustments to the respective assets and liabilities, with any residual amounts allocated to goodwill.

Fiscal 2022 Acquisitions

During the nine months ended July 2, 2022, we acquired three businesses for an aggregate purchase price of $40.7 million, inclusive of a contingent consideration of up to $1.0 million if certain performance metrics are achieved within one year of the closing date. These acquisitions expanded our pool and spa footprint and added 18 new retail locations. The following table sets forth the preliminary allocation of these acquisitions, net of immaterial measurement period adjustments, in the aggregate (in thousands):

 

 

 

Total

 

Total purchase consideration, net of cash acquired

 

$

40,670

 

Fair value of assets acquired and liabilities assumed:

 

 

 

Inventories

 

 

16,706

 

Finite-lived intangible assets

 

 

4,500

 

Other assets and liabilities, net

 

 

(3,018

)

Total assets acquired, net of liabilities assumed

 

 

18,188

 

Goodwill

 

$

22,482

 

Fiscal 2021 Acquisitions

In fiscal 2021, we acquired three businesses for an aggregate purchase price of $8.9 million. These acquisitions consisted of retailers of supplies and services for hot tubs and swim spas and added eight locations. During the nine months ended July 2, 2022, we recorded measurement period adjustments resulting in an increase in goodwill of $1.7 million related to these acquisitions. The purchase accounting for two of the three acquisitions is complete.