Business Combinations | BUSINESS COMBINATIONS As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed seven business combination during the nine months ended September 30, 2021 and five business combinations during the nine months ended September 30, 2020. The largest of these acquisitions were I.W. International Insulation, Inc., dba Intermountain West Insulation (“IWI”) in March 2021, Alert Insulation ("Alert") and Alpine Construction Services ("Alpine") in April 2021, General Ceiling & Partitions, Inc. ("GCP") in June 2021, Five Star Building Products, LLC and Five Star Building Products of Southern Utah, LLC (collectively "Five Star") in September 2021, Royals Commercial Services, Inc. (“Royals”) in February 2020, and Energy One America ("Energy One") and Storm Master Gutters ("Storm Master") in August 2020. 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) includes amortization, taxes and interest allocations when appropriate. For the three and nine months ended September 30, 2021 (in thousands): Three months ended September 30, 2021 Nine months ended September 30, 2021 2021 Acquisitions Date Acquisition Cash Paid Seller Total Revenue Net Income (Loss) Revenue Net Income IWI 03/01/2021 Share $ 42,098 $ 5,959 $ 48,057 $ 10,556 $ 590 $ 24,315 $ 2,068 Alert 4/13/2021 Asset 5,850 2,980 8,830 4,764 2 8,890 147 Alpine 4/19/2021 Asset 7,945 2,208 10,153 3,045 263 4,996 216 GCP 6/7/2021 Asset 9,700 1,427 11,127 2,624 (152) 3,270 (118) Five Star 9/13/2021 Share 26,308 5,466 31,774 1,243 25 1,243 25 Other Various Asset 4,240 947 5,187 956 (29) 1,252 (43) $ 96,141 $ 18,987 $ 115,128 $ 23,188 $ 699 $ 43,966 $ 2,295 For the three and nine months ended September 30, 2020 (in thousands): Three months ended September 30, 2020 Nine months ended September 30, 2020 2020 Acquisitions Date Acquisition Cash Paid Seller Total Revenue Net Income Revenue Net Income Royals 02/29/2020 Asset $ 7,590 $ 2,500 $ 10,090 $ 2,843 $ 279 $ 6,650 $ 628 Energy One 8/10/2020 Asset 13,200 1,595 14,795 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 $ 6,969 $ 45,794 $ 9,630 $ (90) $ 14,201 $ 220 Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $(0.3) million and $1.6 million for the three and nine months ended September 30, 2021, respectively, and $0.8 million and $2.0 million for the three and nine months ended September 30, 2020, 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 $15.0 million of goodwill for tax purposes as a result of 2021 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, 2021 IWI Alert Alpine GCP Five Star Other Total Estimated fair values: Cash $ 168 $ — $ — $ — $ 1,472 $ — $ 1,640 Accounts receivable 5,122 4,710 — 3,067 4,597 446 17,942 Inventories 1,157 765 359 — 1,399 138 3,818 Other current assets 2,354 738 — — 330 — 3,422 Property and equipment 796 693 726 206 1,161 544 4,126 Intangibles 25,200 2,770 5,543 5,670 17,400 2,787 59,370 Goodwill 25,212 940 3,582 2,695 6,482 1,295 40,206 Other non-current assets 264 132 — — — — 396 Accounts payable and other current liabilities (3,349) (1,184) (57) (493) (1,040) (20) (6,143) Deferred income tax liabilities (6,537) — — — — — (6,537) Other long-term liabilities (2,330) (734) — (18) (27) (3) (3,112) Fair value of assets acquired and purchase price 48,057 8,830 10,153 11,127 31,774 5,187 115,128 Less seller obligations 5,959 2,980 2,208 1,427 5,466 947 18,987 Cash paid $ 42,098 $ 5,850 $ 7,945 $ 9,700 $ 26,308 $ 4,240 $ 96,141 As of September 30, 2020 Royals Energy One Storm Master Other Total Estimated fair values: Accounts receivable 2,848 3,350 2,362 1,418 $ 9,978 Inventories 305 812 175 278 $ 1,570 Other current assets 430 12 — 145 $ 587 Property and equipment 598 2,319 798 350 $ 4,065 Intangibles 3,930 6,500 8,720 2,996 $ 22,146 Goodwill 3,015 3,304 3,631 1,697 $ 11,647 Other non-current assets 58 — — 16 $ 74 Accounts payable and other current liabilities (1,059) (1,483) (1,336) (196) $ (4,074) Other long-term liabilities (35) (19) (14) (131) $ (199) Fair value of assets acquired and purchase price 10,090 14,795 14,336 6,573 45,794 Less seller obligations 2,500 1,595 1,336 1,538 6,969 Cash paid $ 7,590 $ 13,200 $ 13,000 $ 5,035 $ 38,825 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 agreements and amounts based on working capital calculations. When these payments are expected to be made over one year from the acquisition date, the contingent consideration is discounted to net present value of future payments based on a weighted average of various future forecast scenarios. 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, 2021 and 2020 due to 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. Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands): For the nine months ended September 30, 2021 2020 Acquired intangibles assets Estimated Weighted Estimated Weighted Customer relationships $ 43,115 12 $ 14,528 8 Trademarks and tradenames 10,147 15 3,796 15 Non-competition agreements 4,530 5 1,946 5 Backlog 1,578 1.5 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 2021 acquisitions had taken place on January 1, 2020 and the 2020 acquisitions had taken place on January 1, 2019. 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, 2020 and 2019, 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 months ended September 30, Unaudited pro forma for the nine months ended September 30, 2021 2020 2021 2020 Net revenue $ 516,057 $ 465,639 $ 1,474,979 $ 1,356,619 Net income 35,574 30,876 93,262 77,604 Basic net income per share 1.21 1.05 3.18 2.63 Diluted net income per share 1.20 1.04 3.15 2.61 Unaudited pro forma net income reflects additional intangible asset amortization expense of $0.3 million and $2.2 million for the three and nine months ended September 30, 2021, respectively, and $2.9 million and $9.7 million for the three and nine months ended September 30, 2020, respectively, as well as additional income tax expense of $0.2 million and $1.2 million for the three and nine months ended September 30, 2021, respectively, and $1.0 million and $2.9 million for the three and nine months ended September 30, 2020, respectively, that would have been recorded had the 2021 acquisitions taken place on January 1, 2020 and the 2020 acquisitions taken place on January 1, 2019. |