Business Combinations | NOTE 11 – BUSINESS COMBINATIONS As part of our ongoing strategy to increase market share in certain markets, we completed three business combinations during the six months ended June 30, 2015 and one business combination during the six months ended June 30, 2014. The goodwill recognized in conjunction with these business combinations is a result of both purchase price multiples based on operating cash flows and expected synergies. At least a portion of the goodwill resulting from the 2015 acquisitions is expected to be deductible for tax purposes while the goodwill resulting from the March 24, 2014 acquisition is not expected to be deductible for tax purposes. 2015 On March 12, 2015, we acquired 100% of the stock and membership interests of nine different legal entities, collectively referred to as BDI Insulation (“BDI”). The purchase price consisted of cash of $30,680 and seller obligations of $5,723. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three months ended June 30, 2015 were $10,008 and $760, respectively, and $12,129 and $1,047, respectively, for the six months ended June 30, 2015. On April 6, 2015, we acquired 100% of the common stock of C.Q. Insulation Inc. (“CQ”). The purchase price consisted of cash of $5,045 and seller obligations of $1,995. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2015 were $2,705 and $264, respectively. On June 1, 2015, we acquired substantially all of the assets of Layman Brothers Contracting (“Layman”). The purchase price consisted of cash of $9,025 and seller obligations of $674. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2015 were $1,217 and $105, respectively. 2014 On March 24, 2014, we acquired 100% of the common stock of U.S. Insulation Corp. (“U.S. Insulation”). The purchase price consisted of cash of $2,006 and seller obligations of $279. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2014 was $2,946 and $186, respectively. The estimated fair values of the assets acquired and liabilities assumed for the acquisitions approximated the following (amounts related to 2015 acquisitions are preliminary): 2015 2014 Cash $ 761 $ — Accounts receivable 7,464 1,122 Inventories 1,399 234 Note receivable 12 — Income taxes receivable 53 — Other current assets 244 120 Property and equipment, net 1,929 520 Intangibles, net 31,360 846 Goodwill 20,745 1,202 Other non-current assets 3,736 — Accounts payable and accrued expenses (5,783 ) (1,362 ) Deferred income tax liabilities (4,823 ) (397 ) Other long-term liabilities (3,955 ) — Total purchase price $ 53,142 $ 2,285 Seller obligations $ 8,392 $ 279 Cash paid 44,750 2,006 Total purchase price $ 53,142 $ 2,285 The provisional amounts for BDI originally reported in our Quarterly Report on Form 10-Q for the period ended March 31, 2015 have been adjusted to reflect the review and ongoing analysis of the fair value measurements. As a result of independent appraisal, we increased goodwill and our seller obligations by approximately $200 for an adjustment to the fair value of a working capital contingent liability. This adjustment increased our total purchase price for BDI as reflected within the above table. Further adjustments to the allocation for all acquisitions described above are expected as third-party valuations are finalized, certain tax aspects of the transaction are completed, and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. Included in other noncurrent assets in the above table as of each of the three and six months ended June 30, 2015 is an insurance receivable of $2,013 and an indemnification asset associated with the acquisition of BDI in the amount of $1,723. These assets offset equal liabilities included in other long-term liabilities in the above table, which represent additional insurance reserves and an uncertain tax position liability for which we may be liable. All amounts are measured at their acquisition-date fair value. Estimates of acquired intangible assets related to the acquisitions are as follows: 2015 2014 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 20,300 8 $ 546 10 Trademarks and trade names 9,390 15 216 15 Covenants not-to-compete 1,670 5 84 5 Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2015 acquisitions had taken place on January 1, 2014 and all 2014 acquisitions had taken place on January 1, 2013. 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, 2014 and 2013, and the unaudited pro forma information does not purport to be indicative of future financial operating results. See Note 12, Business Combinations, to our audited financial statements in Item 8 of Part II of our Annual Report on Form 10-K filed with the SEC on March 13, 2014 for additional information on 2014 acquisitions included in the table below. Pro forma for the three Pro forma for the six 2015 2014 2015 2014 Net revenue $ 161,960 $ 146,075 $ 303,551 $ 271,025 Net income 6,560 2,584 7,684 2,998 Accretion charges on Redeemable Preferred Stock — — — (19,897 ) Net income (loss) attributable to common stockholders $ 6,560 $ 2,584 $ 7,684 $ (16,899 ) Basic net income (loss) per share attributable to common stockholders $ 0.21 $ 0.08 $ 0.25 $ (0.60 ) Diluted net income (loss) per share attributable to common stockholders $ 0.21 $ 0.08 $ 0.24 $ (0.60 ) Unaudited pro forma net income reflects additional intangible asset amortization expense of $145 and $983 for the three months ended June 30, 2015 and 2014, respectively, and $875 and $1,988 for the six months ended June 30, 2015 and 2014, respectively. In addition, unaudited pro forma net income includes income tax effects of $11 and $374 for the three months ended June 30, 2015 and 2014, respectively, and $4 and $631 for the six months ended June 30, 2015 and 2014, respectively. We included $958 in transaction costs resulting from a business combination occurring in the six months ended June 30, 2015 in earnings for the six months ended June 30, 2014 as though the acquisition occurred as of the beginning of the comparable period. |