Business Combinations | NOTE 16 – BUSINESS COMBINATIONS As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed six, ten ten tuck-in 2018 and 2017, in which we acquired 100% of the voting equity interests in each acquired entity. Acquisition-related costs amounted to $2.1 million, $2.7 million and $3.9 million for the years ended December 31, 2019, 2018 and 2017, respectively, and are included in Administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. The goodwill to be 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 $21.2 million of goodwill for tax purposes as a result of 2019 acquisitions. Below is a summary appropriate For the year ended December 31, 2019 (in thousands): 2019 Acquisitions Date Acquisition Cash Paid Seller Total Revenue Net ( Loss 1st State Insulation 3/18/2019 Asset $ 5,125 $ 1,355 $ 6,480 $ 9,828 $ 476 Expert Insulation 6/24/2019 Asset 16,165 1,993 18,158 6,484 155 Premier 11/18/2019 Share 25,000 2,765 27,765 2,161 (62 ) Other Various Asset 5,750 1,430 7,180 3,339 23 Total $ 52,040 $ 7,543 $ 59,583 $ 21,812 $ 592 For the year ended December 31, 2018 (in thousands): Name Date Acquisition Cash Paid Seller Total Revenue Net CDG 3/19/2018 Asset $ 9,440 $ 1,973 $ 11,413 $ 11,466 $ 531 AFT 10/31/2018 Asset 19,707 1,510 21,217 3,530 (13 ) Other Various Shares/Asset 28,593 4,057 32,650 24,329 639 Total $ 57,740 $ 7,540 $ 65,280 $ 39,325 $ 1,157 For the year ended December 31, 2017 (in thousands): Name Date Acquisition Cash Paid Seller Fair Total Revenue Net Alpha (1) 1/5/2017 Share $ 103,810 $ 2,002 $ 10,859 $ 116,671 $ 116,070 $ (1,148 ) Columbia 6/26/2017 Asset 8,768 225 — 8,993 6,046 86 Astro 9/18/2017 Asset 9,144 482 — 9,626 1,829 11 Other Various Asset 15,645 2,419 — 18,064 20,457 573 Total $ 137,367 $ 5,128 $ 10,859 $ 153,354 $ 144,402 $ (478 ) (1) The cash paid included $21.7 million in contingent consideration to satisfy purchase price adjustments related to cash and net working capital requirements, earnout consideration based on Alpha’s change in EBITDA from 2015 and a customary holdback. These payments were based on fair value of each contingent payment at the time of acquisition and subsequently adjusted during the measurement period. We issued 282,577 shares of our common stock with a fair value of $10.9 million. 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): 2019 1st State Expert Premier Other Total Estimated fair values: Cash $ — $ — $ 334 $ — $ 334 Accounts receivable — 1,796 2,930 479 5,205 Inventories 291 723 1,242 410 2,666 Other current assets — — — 3 3 Property and equipment 989 235 876 887 2,987 Intangibles 3,382 6,740 14,300 3,619 28,041 Goodwill 1,857 8,545 10,238 1,765 22,405 Other non-current — 161 329 41 531 Accounts payable and other current liabilities (39 ) (42 ) (2,484 ) (24 ) (2,589 ) Fair value of assets acquired and purchase price 6,480 18,158 27,765 7,180 59,583 Less seller obligations 1,355 1,993 2,765 1,430 7,543 Cash paid $ 5,125 $ 16,165 $ 25,000 $ 5,750 $ 52,040 2018 CDG AFT Other Total Estimated fair values: Accounts receivable $ 1,731 $ — $ 4,104 $ 5,835 Inventories 514 565 1,136 2,215 Other current assets 28 — 918 946 Property and equipment 933 2,882 2,169 5,984 Intangibles 3,711 13,470 18,904 36,085 Goodwill 4,898 4,415 7,766 17,079 Other non-current 36 13 82 131 Accounts payable and other current liabilities (438 ) (128 ) (2,429 ) (2,995 ) Fair value of assets acquired and purchase price 11,413 21,217 32,650 65,280 Less fair value of common stock issued — — — — Less seller obligations 1,973 1,510 4,057 7,540 Cash paid $ 9,440 $ 19,707 $ 28,593 $ 57,740 2017 Alpha Columbia Astro Other Total Estimated fair values: Cash $ 247 $ — $ — $ — $ 247 Accounts receivable 29,851 989 924 3,157 34,921 Inventories 1,852 704 296 1,544 4,396 Other current assets 4,500 8 36 96 4,640 Property and equipment 1,528 659 640 1,820 4,647 Intangibles 57,200 4,760 5,168 9,688 76,816 Goodwill 38,511 2,209 2,932 4,190 47,842 Other non-current 383 36 — 219 638 Accounts payable and other current liabilities (17,401 ) (372 ) (370 ) (2,650 ) (20,793 ) Fair value of assets acquired 116,671 8,993 9,626 18,064 153,354 Less fair value of common stock issued 10,859 — — — 10,859 Less seller obligations 2,002 225 482 2,419 5,128 Cash paid $ 103,810 $ 8,768 $ 9,144 $ 15,645 $ 137,367 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-compete Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party or internal valuations are finalized, certain tax aspects of the transaction are completed, contingent consideration is settled, 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 6, Goodwill and Intangibles, during the years ended December 31, 2019, 2018 and 2017 due to minor adjustments to goodwill for the allocation of certain acquisitions still under measurement, an immaterial goodwill reclassification in the year ended December 31, 2017 related to the prior period, as well as other immaterial intangible assets added during the ordinary course of business. In addition, goodwill and intangibles increased during the years ended December 31, 2019, 2018 and 2017 due to various small acquisitions merged into existing operations that do not appear in the above tables. Estimates of acquired intangible assets related to the acquisitions are as follows (dollars in thousands): 2019 2018 2017 Acquired intangibles assets Estimated Value Weighted Estimated Value Weighted Estimated Value Weighted Customer relationships $ 20,659 8 $ 27,149 8 $ 39,922 8 Trademarks and trade names 5,286 15 6,075 15 20,667 15 Non-competition 2,096 5 2,401 5 2,628 5 Backlog — — 460 2 13,600 1.5 Pro Forma Information (unaudited) The unaudited pro forma information has been prepared as if the 2019 acquisitions had taken place on January 1, 2018, the 2018 acquisitions had taken place on January 1, 2017 and the 2017 acquisitions had taken place on January 1, 2016. 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, 2017 and 2016 and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except for per share data). Unaudited Pro Forma for the years ended 2019 2018 2017 Net revenue $ 1,549,797 $ 1,436,713 $ 1,246,017 Net income 70,389 61,148 48,016 Basic net income per share 2.37 1.97 1.52 Diluted net income per share 2.36 1.96 1.51 Unaudited pro forma net income reflects additional intangible asset amortization expense of $2.1 million, $6.2 million and $5.9 million for the years ended December 31, 2019, 2018 and 2017, respectively, as well as additional income tax expense of $0.8 million, $2.0 million and $2.5 million for the years ended December 31, 2019, 2018 and 2017, respectively. |