Business Combinations | NOTE 11 – BUSINESS COMBINATIONS As part of our ongoing strategy to increase market share in certain markets, we completed five business combinations during the nine months ended September 30, 2015 and two business combinations during the nine months ended September 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. We estimate $20,010 of the goodwill resulting from the 2015 acquisitions is 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 $5,765. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statement of Operations for the three months ended September 30, 2015 were $10,342 and $572, respectively, and $22,471 and $1,619, respectively, for the nine months ended September 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 $2,467. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2015 were $2,689 and $197, respectively, and $5,394 and $461, respectively, for the nine months ended September 30, 2015. 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 $663. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three months ended September 30, 2015 were $3,695 and $286, respectively, and $4,912 and $391, respectively, for the nine months ended September 30, 2015. On July 1, 2015, we acquired substantially all of the assets of EcoLogic Energy Solutions (“EcoLogic”). The purchase price consisted of cash of $3,015 and seller obligations of $550. Revenue and net loss since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 were $1,778 and $36, respectively. On August 10, 2015, we acquired 100% of the common stock of Eastern Contractor Services (“Eastern”). The purchase price consisted of cash of $24,199 and seller obligations of $2,919. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 were $2,953 and $253, 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 Statements of Operations for the three months ended September 30, 2014 was $3,510 and $405, respectively, and $6,456 and $591, respectively, for the nine months ended September 30, 2014. On August 11, 2014, we acquired 100% of the common stock of Marv’s Insulation, Inc. (“Marv’s Insulation”). The purchase price consisted of cash of $1,360 and seller obligations of $175. Revenue and net income since the date of acquisition included in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 was $480 and $13, respectively. Purchase Price Allocations The estimated purchase price allocations for the acquisitions, subject to finalization during the measurement period, approximated the following (amounts related to 2015 acquisitions are preliminary): 2015 2014 BDI Eastern Other Total Estimated fair values: Cash $ 661 $ 163 $ 100 $ 924 $ 53 Accounts receivable 4,735 2,772 3,765 11,272 1,496 Inventories 980 335 538 1,853 262 Other current assets 368 204 49 135 123 Property and equipment, net 1,006 1,364 1,329 3,699 554 Intangibles, net 21,280 13,871 11,507 46,658 1,561 Goodwill 15,541 9,831 6,989 32,361 1,958 Other non-current assets 3,736 339 56 4,131 — Accounts payable and other current liabilities (3,303 ) (1,677 ) (3,330 ) (7,824 ) (1,727 ) Deferred income tax liabilities (4,823 ) — — (4,823 ) (460 ) Long-term debt — (82 ) — (82 ) — Other long-term liabilities (3,736 ) (2 ) (238 ) (3,976 ) — Total purchase price $ 36,445 $ 27,118 $ 20,765 $ 84,328 $ 3,820 Seller obligations $ 5,765 $ 2,919 $ 3,680 $ 12,364 $ 454 Cash paid 30,680 24,199 17,085 71,964 3,366 Total purchase price $ 36,445 $ 27,118 $ 20,765 $ 84,328 $ 3,820 The provisional amounts for BDI originally reported in our Quarterly Report on Form 10-Q for the period ended March 31, 2015 were adjusted to reflect the review and ongoing analysis of the fair value measurements. As a result of an independent appraisal, we increased goodwill by approximately $700 and our seller obligations by approximately $300 for an adjustment to the fair value of a working capital contingent liability. These adjustments, as well as various other insignificant adjustments, resulted in a total purchase price increase for BDI of approximately $300 as reflected within the above table. The provisional amounts for CQ originally reported in our Quarterly Report on Form 10-Q for the period ended June 30, 2015 were adjusted to reflect the review and ongoing analysis of the fair value measurements. As a result of an independent appraisal, we increased goodwill and our seller obligations by approximately $500 for an adjustment to the fair value of a contingent consideration liability. These adjustments, as well as various other insignificant adjustments, resulted in a total purchase price increase for CQ of approximately $500 as reflected within the above table. Further adjustments to the allocation for all acquisitions described above are expected as third-party or internal 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 nine months ended September 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 $ 29,958 8 $ 1,007 10 Trademarks and trade names 12,882 15 399 15 Covenants not-to-compete 3,818 5 155 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, 2015 for additional information on 2014 acquisitions included in the table below. Pro forma for the three Pro forma for the nine 2015 2014 2015 2014 Net revenue $ 183,355 $ 146,287 $ 499,095 $ 390,112 Net income 9,349 6,990 17,878 10,330 Accretion charges on Redeemable Preferred Stock — — — (19,897 ) Net income (loss) attributable to common stockholders $ 9,349 $ 6,990 $ 17,878 $ (9,567 ) Basic net income (loss) per share attributable to common stockholders $ 0.30 $ 0.22 $ 0.57 $ (0.32 ) Diluted net income (loss) per share attributable to common stockholders $ 0.30 $ 0.22 $ 0.57 $ (0.32 ) Pro forma data for Parker Insulation and Building Products (“Parker”), a subsidiary of Eastern, is not included in the above table. Results for Parker represent an insignificant portion of the financial data of Eastern as a whole. We were unable to obtain complete financial data prior to date of acquisition despite reasonable efforts. As a result, only financial information since date of acquisition is included. Unaudited pro forma net income reflects additional intangible asset amortization expense of $288 and $1,433 for the three months ended September 30, 2015 and 2014, respectively, and $2,249 and $4,338 for the nine months ended September 30, 2015 and 2014, respectively. In addition, unaudited pro forma net income includes income tax effects of ($125) and $451 for the three months ended September 30, 2015 and 2014, respectively, and $274 and $911 for the nine months ended September 30, 2015 and 2014, respectively. We included $958 in transaction costs resulting from a business combination occurring in the nine months ended September 30, 2015 in earnings for the nine months ended September 30, 2014 as though the acquisition occurred as of the beginning of the comparable period. |