Business Combinations | NOTE 16 - BUSINESS COMBINATIONS As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed five business combinations during the nine months ended September 30, 2020 and four business combinations and four insignificant tuck-in 3 The largest of these acquisitions were Royals Commercial Services, Inc. (“Royals”) in February 2020, Storm Master Gutters (“Storm Master”) in August 2020, Energy One America, LLC (“Energy One”) in August 2020, 1st State Insulation, LLC (“1st State Insulation”) in March 2019 and Expert Insulation of Brainerd, Inc. (collectively “Expert Insulation”) in June 2019. Below is a summary of each significant acquisition by year, including revenue and net income/(loss) since date of acquisition, shown for the year of acquisition. Where noted, “Other” represents acquisitions that were individually immaterial in that year. Net income/(loss), as noted below, includes amortization, taxes and interest allocations when appropriate. For the three and nine months ended September 30, 2020 (in thousands): Three months ended Nine months ended 2020 Acquisitions Date Acquisition Cash Paid Seller Total Purchase Revenue Net Income Revenue Net Income Royals 2/29/2020 Asset $ 7,590 $ 2,500 $ 10,090 $ 2,843 $ 279 $ 6,650 $ 628 Energy One 8/10/2020 Asset 13,200 1,591 14,791 2,853 (202 ) 2,853 (202 ) Storm Master 8/31/2020 Asset 13,000 1,336 14,336 2,055 85 2,055 85 Other Various Asset 5,035 1,538 6,573 1,879 (252 ) 2,643 (291 ) $ 38,825 $ 6,965 $ 45,790 $ 9,630 $ (90 ) $ 14,201 $ 220 For the three and nine months ended September 3 Three months ended Nine months ended 2019 Acquisitions Date Acquisition Cash Paid Seller Total Purchase 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 $ 24,740 $ 4,322 $ 29,062 $ 13,565 $ 958 $ 17,187 $ 1,125 Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.8 million and $2.0 million for the three and nine months ended September 30, 2020 respectively, and $0.3 million and $1.3 million for the three and nine months ended September 3 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, 2020 As of September 30, 2019 Royals Energy One Storm Master Other Total 1st State Expert Other Total Estimated fair values: Accounts receivable $ 2,848 $ 3,657 $ 2,362 $ 1,370 $ 10,237 $ — $ 1,796 $ 254 $ 2,050 Inventories 305 838 175 278 1,596 291 723 338 1,352 Other current assets 430 12 — 145 587 — — 3 3 Property and equipment 598 2,319 798 350 4,065 989 235 667 1,891 Intangibles 3,930 6,500 8,720 2,996 22,146 3,382 6,740 2,242 12,364 Goodwill 3,015 2,859 3,631 1,745 11,250 1,857 8,545 930 11,332 Other non-current 58 — — 16 74 — 161 13 174 Accounts payable and other current liabilities (1,059 ) (1,375 ) (1,336 ) (196 ) (3,966 ) (39 ) (42 ) (23 ) (104 ) Deferred income tax liabilities (35 ) — — — (35 ) — — — — Other long-term liabilities — (19 ) (14 ) (131 ) (164 ) — — — — Fair value of assets acquired and purchase price 10,090 14,791 14,336 6,573 45,790 6,480 18,158 4,424 29,062 Less seller obligations 2,500 1,591 1,336 1,538 6,965 1,355 1,993 974 4,322 Cash paid $ 7,590 $ 13,200 $ 13,000 $ 5,035 $ 38,825 $ 5,125 $ 16,165 $ 3,450 $ 24,740 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 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 may not agree to the total gross increases of these assets as shown in Note 6, Goodwill and Intangibles, during each of the nine months ended September 30, 2020 and 2019 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 the nine months ended September 3 tuck-in Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands): For the nine months ended September 30, 2020 2019 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 14,528 8 $ 8,566 8 Trademarks and trade names 3,796 15 2,615 15 Non-competition 1,946 5 1,183 5 Backlog 1,876 1.5 — — Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2020 acquisitions had taken place on January 1, 2019 and the 2019 acquisitions had taken place on January 1, 2018. 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, 2019 and 2018, 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 2020 2019 2020 2019 Net revenue $ 426,601 $ 421,270 $ 1,241,506 $ 1,189,470 Net income 28,183 22,627 69,656 52,828 Basic net income per share 0.96 0.76 2.36 1.78 Diluted net income per share 0.95 0.76 2.34 1.77 Unaudited pro forma net income reflects additional intangible asset amortization expense of $0.3 million and $1.8 million for the three and nine months ended September 30, 2020, respectively, and $1.4 million and $4.8 million for the three and nine months ended September 3 3 |