Business Combinations | BUSINESS COMBINATIONS As part of our ongoing strategy to expand geographically and increase market share in certain markets, as well as diversify our products and end markets, we completed eleven, nine and six business combinations during the years ended December 31, 2021, 2020 and 2019, respectively, as well as several insignificant tuck-in acquisitions merged into existing operations in 2019, in which we acquired 100% of the voting equity interests in each acquired entity. Acquisition-related costs amounted to $2.8 million, $2.8 million and $2.1 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are included in Administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. 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 $100.5 million of goodwill for tax purposes as a result of 2021 acquisitions. 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. The largest of our 2021 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, Denison Glass and Mirror, Inc. ("DGM") and CFI Insulation ("CFI") in November 2021, and AMD Distribution ("AMD") in December 2021 . In each table, “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 year ended December 31, 2021 (in thousands): 2021 Acquisitions Date Acquisition Type Cash Paid Seller Obligations Total Purchase Price Revenue Net Income (Loss) IWI 03/01/2021 Share $ 42,098 $ 5,959 $ 48,057 $ 36,259 $ 3,373 Alert 4/13/2021 Asset 5,850 2,980 8,830 13,494 (151) Alpine 4/19/2021 Asset 7,945 2,208 10,153 8,267 189 GCP 6/7/2021 Asset 9,700 1,427 11,127 7,125 83 Five Star 9/13/2021 Share 26,308 5,466 31,774 6,861 (119) DGM 11/1/2021 Asset 11,634 2,069 13,703 2,198 (462) CFI 11/22/2021 Share 13,450 1,145 14,595 1,289 53 AMD 12/13/2021 Asset 119,490 6,631 126,121 3,707 (225) Other Various Asset 6,540 1,284 7,824 3,231 (102) Total $ 243,015 $ 29,169 $ 272,184 $ 82,431 $ 2,639 For the year ended December 31, 2020 (in thousands): 2020 Acquisitions Date Acquisition Type Cash Paid Seller Obligations Total Purchase Price Revenue Net Income (Loss) Royals 2/29/2020 Asset $ 7,590 $ 2,500 $ 10,090 $ 11,095 $ 1,332 Energy One 8/10/2020 Asset 13,200 1,591 14,791 7,454 (558) Storm Master 8/31/2020 Asset 13,000 1,336 14,336 8,131 619 ICON 10/13/2020 Asset 16,900 3,598 20,498 4,798 449 Norkote 10/26/2020 Asset 8,725 2,426 11,151 2,702 417 WeatherSeal 11/16/2020 Asset 9,500 922 10,422 766 (23) Other Various Asset 7,531 1,713 9,244 5,548 (344) Total $ 76,446 $ 14,086 $ 90,532 $ 40,494 $ 1,892 For the year ended December 31, 2019 (in thousands): 2019 Acquisitions Date Acquisition Type Cash Paid Seller Obligations Total Purchase Price Revenue Net Income (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 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): 2021 IWI Alert Alpine GCP Five Star DGM CFI AMD Other Total Estimated fair values: Cash $ 168 $ — $ — $ — $ 1,472 $ — $ 67 $ — $ — $ 1,707 Accounts receivable 5,122 4,710 — 3,067 4,597 4,007 1,318 8,393 446 31,660 Inventories 1,157 765 359 — 1,399 6 311 7,540 345 11,882 Other current assets 3,014 738 — — 330 1,016 26 — 74 5,198 Property and equipment 796 693 726 206 1,161 853 714 1,133 932 7,214 Intangibles 25,200 2,770 5,543 5,670 17,400 8,800 7,699 52,800 4,072 129,954 Goodwill 23,282 940 3,582 2,695 6,482 3,447 6,799 56,327 2,063 105,617 Other non-current assets 264 132 — — — 213 — — 18 627 Accounts payable and other current liabilities (8,416) (1,184) (57) (493) (1,040) (4,625) (242) (23) (123) (16,203) Deferred income tax liabilities — — — — — — (2,089) — — (2,089) Other long-term liabilities (2,530) (734) — (18) (27) (14) (8) (49) (3) (3,383) Fair value of assets acquired and purchase price 48,057 8,830 10,153 11,127 31,774 13,703 14,595 126,121 7,824 272,184 Less seller obligations 5,959 2,980 2,208 1,427 5,466 2,069 1,145 6,631 1,284 29,169 Cash paid $ 42,098 $ 5,850 $ 7,945 $ 9,700 $ 26,308 $ 11,634 $ 13,450 $ 119,490 $ 6,540 $ 243,015 2020 Royals Energy One Storm Master ICON Norkote WeatherSeal Other Total Estimated fair values: Accounts receivable $ 2,848 $ 3,357 $ 2,362 $ 4,828 $ 1,926 $ 865 $ 1,419 $ 17,605 Inventories 305 838 175 243 444 156 600 2,761 Other current assets 430 12 — 675 178 14 145 1,454 Property and equipment 598 2,319 798 380 584 520 663 5,862 Intangibles 3,930 6,500 8,720 11,830 5,310 5,450 4,483 46,223 Goodwill 3,015 3,253 3,631 2,870 2,841 3,472 2,223 21,305 Other non-current assets 58 — — 145 — — 38 241 Accounts payable and other current liabilities (1,059) (1,469) (1,336) (445) (86) (50) (196) (4,641) Other long-term liabilities (35) (19) (14) (28) (46) (5) (131) (278) Fair value of assets acquired and purchase price 10,090 14,791 14,336 20,498 11,151 10,422 9,244 90,532 Less seller obligations 2,500 1,591 1,336 3,598 2,426 922 1,713 14,086 Cash paid $ 7,590 $ 13,200 $ 13,000 $ 16,900 $ 8,725 $ 9,500 $ 7,531 $ 76,446 2019 1st State Expert Premier Other Total Estimated fair values: Cash $ — $ — $ 334 $ — $ 334 Accounts receivable — 1,796 2,929 479 5,204 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 10,151 1,765 22,318 Other non-current assets — 161 329 41 531 Accounts payable and other current liabilities (39) (42) (2,396) (24) (2,501) 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 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 7, Goodwill and Intangibles, during the years ended December 31, 2021, 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 year ended December 31, 2019 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): 2021 2020 2019 Acquired intangibles assets Estimated Fair Value Weighted Average Estimated Useful Life (yrs) Estimated Fair Value Weighted Average Estimated Useful Life (yrs) Estimated Fair Value Weighted Average Estimated Useful Life (yrs) Customer relationships $ 94,473 12 $ 28,307 8 $ 20,659 8 Trademarks and trade names 23,349 15 9,834 15 5,286 15 Non-competition agreements 7,254 5 3,315 5 2,096 5 Backlog 4,878 2.5 4,767 1.5 — — Pro Forma Information (unaudited) The unaudited pro forma information has been prepared as if the 2021 acquisitions had taken place on January 1, 2020, 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, 2020, 2019 and 2018 and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except for per share data). December 31, 2021 2020 2019 Net revenue $ 2,105,295 $ 1,922,327 $ 1,660,326 Net income 129,825 107,791 76,474 Basic net income per share 4.42 3.65 2.57 Diluted net income per share 4.38 3.63 2.56 Unaudited pro forma net income reflects additional intangible asset amortization expense of $8.2 million, $18.2 million and $10.2 million for the years ended December 31, 2021, 2020 and 2019, respectively, additional interest expense of $4.1 million and $4.3 million for the years ended December 31, 2021 and 2020, respectively, as well as additional income tax expense of $3.9 million, $3.7 million and $3.0 million for the years ended December 31, 2021, 2020 and 2019, respectively. |