Business Combinations | NOTE 15 - BUSINESS COMBINATIONS As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed four business combinations and four insignificant tuck-in tuck-in The largest of these acquisitions were 1st State Insulation, LLC (“1st State Insulation”) in March 2019, Expert Insulation, Inc. and Expert Insulation of Brainerd, Inc. (collectively, “Expert Insulation”) in June 2019 and Custom Overhead Door, LLC dba Custom Door & Gate (collectively, “CDG”) in March 2018. Net Income, as noted below, includes amortization, taxes and interest allocations when appropriate. Belo w Total Purchase Price Three months ended September 30, 2019 Nine months ended September 30, 2019 2019 Acquisitions Date Acquisition Type Cash Paid Seller Revenue Net Income Revenue Net Income 1st State Insulation 3/18/2019 Asset $ 5,125 $ 1,355 $ 6,480 $ 3,156 $ 174 $ 6,586 $ 374 Expert Insulation 6/24/2019 Asset 16,165 1,993 18,158 3,147 193 3,339 160 Other Various Asset 3,450 974 4,424 7,262 591 7,262 591 Total $ 24,740 $ 4,322 $ 29,062 $ 13,565 $ 958 $ 17,187 $ 1,125 Total Purchase Price Three months ended September 30, 2018 Nine months ended September 30, 2018 2018 Acquisitions Date Acquisition Type Cash Paid Seller Revenue Net Income Revenue Net Income CDG 3/19/2018 Asset $ 9,440 $ 1,973 $ 11,413 $ 3,848 $ 164 $ 7,572 $ 229 Other Various Shares/Asset 25,242 3,447 28,689 7,003 42 12,782 423 Total $ 34,682 $ 5,420 $ 40,102 $ 10,851 $ 206 $ 20,354 $ 652 Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.3 million and $1.3 million for the three and nine months ended September 30, 2019, respectively, and $0.7 million and $1.9 million for the three and nine months ended September 30, 2018, respectively. The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed. We expect to deduct approximately $9.6 million of goodwill for tax purposes as a result of 2019 acquisitions. Purchase Price Allocations The estimated fair values of the assets acquired and liabilities assumed for the acquisitions, as well as total purchase prices and cash paid, approximated the following (in thousands): As of September 30, 2019 As of September 30, 2018 1st State Expert Other Total CDG Other Total Estimated fair values: Accounts receivable $ — $ 1,796 $ 254 $ 2,050 $ 1,731 $ 3,229 $ 4,960 Inventories 291 723 338 1,352 514 1,027 1,541 Other current assets — — 3 3 28 879 907 Property and equipment 989 235 667 1,891 933 1,893 2,826 Intangibles 3,382 6,740 2,242 12,364 3,711 16,681 20,392 Goodwill 1,857 8,545 930 11,332 4,898 7,007 11,905 Other non-current — 161 13 174 36 19 55 Accounts payable and other current liabilities (39 ) (42 ) (23 ) (104 ) (438 ) (2,046 ) (2,484 ) Fair value of assets acquired and purchase price 6,480 18,158 4,424 29,062 11,413 28,689 40,102 Less seller obligations 1,355 1,993 974 4,322 1,973 3,447 5,420 Cash paid $ 5,125 $ 16,165 $ 3,450 $ 24,740 $ 9,440 $ 25,242 $ 34,682 Contingent consideration is included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. These contingent payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition, and/or non-complete Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party and 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. As a result, insignificant adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Goodwill and intangibles per the above table do not agree to the total gross increases of these assets as shown in Note 5, Goodwill and Intangibles, during each of the three months ended September 30, 2019 and 2018 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business. In addition, goodwill and intangibles increased during each of the nine months ended September 30, 2019 and 2018 due to small tuck-in Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands): For the nine months ended September 30, 2019 2018 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 8,566 8 $ 14,480 8 Trademarks and trade names 2,615 15 3,920 14 Non-competition 1,183 5 1,530 5 Backlog 460 2 Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2019 acquisitions had taken place on January 1, 2018 and the 2018 acquisitions had taken place on January 1, 2017. 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, 2018 and 2017, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except per share data): Unaudited pro forma for the three Unaudited pro forma for the nine 2019 2018 2019 2018 Net revenue $ 397,839 $ 367,600 $ 1,123,820 $ 1,046,717 Net income 21,240 16,856 49,154 41,997 Basic net income per share 0.71 0.54 1.65 1.34 Diluted net income per share 0.71 0.54 1.65 1.33 Unaudited pro forma net income reflects additional intangible asset amortization expense of $29 thousand and $0.6 million for the three and nine months ended September 30, 2019, respectively, and $1.1 million and $3.8 million for the three and nine months ended September 30, 2018, respectively, as well as additional income tax expense of $10 thousand and $66 thousand for the three and nine months ended September 30, 2019, respectively, and $0.5 million and $1.2 million for the three and nine months ended September 30, 2018, respectively, that would have been recorded had the 2019 acquisitions taken place on January 1, 2018 and the 2018 acquisitions taken place on January 1, 2017. |