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 four business combinations and one insignificant tuck-in acquisition merged into an existing operation during the six months ended June 30, 2023 and three business combinations during the six months ended June 30, 2022. The largest of these acquisitions were Anchor Insulation Co., Inc. (Anchor) in March 2023 and Central Aluminum Supply Corporation and Central Aluminum Supply of North Jersey, LLC ("CAS") in April 2022. 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. Net income (loss) includes amortization and taxes when appropriate. For the three and six months ended June 30, 2023 (in thousands): Three months ended June 30, 2023 Six months ended June 30, 2023 2023 Acquisitions Date Acquisition Type Cash Paid Seller Total Purchase Price Revenue Net Income (Loss) Revenue Net Income (Loss) Anchor 3/12/2023 Share $ 35,928 $ 2,410 $ 38,338 $ 9,324 $ 446 $ 11,517 $ 497 Other Various Asset 4,264 385 4,649 1,436 (28) 1,880 (13) $ 40,192 $ 2,795 $ 42,987 $ 10,760 $ 418 $ 13,397 $ 484 For the three and six months ended June 30, 2022 (in thousands): Three months ended June 30, 2022 Six months ended June 30, 2022 2022 Acquisitions Date Acquisition Type Cash Paid Seller Total Purchase Price Revenue Net Income Revenue Net Income CAS 4/11/2022 Share $ 55,150 $ 27,335 $ 82,485 $ 12,724 $ 243 $ 12,724 $ 243 Other Various Share/Asset 17,650 2,351 20,001 4,389 117 5,304 214 $ 72,800 $ 29,686 $ 102,486 $ 17,113 $ 360 $ 18,028 $ 457 Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.5 million and $0.7 million for the three months ended June 30, 2023 and 2022, respectively, and $1.1 million and $1.4 million for the six months ended June 30, 2023 and 2022. 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 $13.7 million of goodwill for tax purposes as a result of 2023 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): Six months ended June 30, 2023 Anchor Other Total Estimated fair values: Cash $ 10 $ — $ 10 Accounts receivable 5,000 — 5,000 Inventories 1,613 202 1,815 Other current assets 1,862 — 1,862 Property and equipment 2,309 940 3,249 Operating lease right-of-use asset — 28 28 Intangibles 16,420 2,200 18,620 Goodwill 13,018 1,307 14,325 Other non-current assets 184 28 212 Accounts payable and other current liabilities (2,078) (47) (2,125) Other long-term liabilities — (9) (9) Fair value of assets acquired and purchase price 38,338 4,649 42,987 Less seller obligations 2,410 385 2,795 Cash paid $ 35,928 $ 4,264 $ 40,192 Six months ended June 30, 2022 CAS Other Total Estimated fair values: Cash $ 243 $ 87 $ 330 Accounts receivable 3,502 3,595 7,097 Inventories 13,443 1,522 14,965 Other current assets 53 23 76 Property and equipment 2,590 1,976 4,566 Operating lease right-of-use asset 844 66 910 Intangibles 34,900 8,122 43,022 Goodwill 32,867 4,815 37,682 Other non-current assets — 19 19 Accounts payable and other current liabilities (5,388) (202) (5,590) Other long-term liabilities (569) (22) (591) Fair value of assets acquired and purchase price 82,485 20,001 102,486 Less seller obligations 27,335 2,351 29,686 Cash paid $ 55,150 $ 17,650 $ 72,800 Contingent consideration, non-compete agreements and/or amounts based on working capital calculations are included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. Contingent consideration payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition. 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 and customary post-closing reviews are concluded during the measurement period attributable to each individual business combination. As a result, 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. Any acquisition acquired after June 30, 2022 is deemed to be within the measurement period and its purchase price considered preliminary. During the six months ended June 30, 2023, we increased the purchase price for Central Aluminum by $4.4 million primarily due to a tax election. Goodwill and intangibles per the above table may not agree to the total gross increase of these assets as shown in Note 6, Goodwill and Intangibles, during each of the six months ended June 30, 2023 and 2022 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. All of the goodwill for Central Aluminum was assigned to our Distribution operating segment. All other acquisitions during the six months ended June 30, 2023 and 2022 had their respective goodwill assigned to our Installation operating segment. Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands): For the six months ended June 30, 2023 2022 Acquired intangibles assets Estimated Weighted Average Estimated Estimated Weighted Average Estimated Customer relationships $ 11,710 12 $ 28,676 12 Trademarks and tradenames 5,723 15 12,891 15 Non-competition agreements 367 5 1,455 5 Backlog 820 1 — 0 Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2023 acquisitions had taken place on January 1, 2022 and the 2022 acquisitions had taken place on January 1, 2021. 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, 2022 and 2021, 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 June 30, Unaudited pro forma for the six months ended June 30, 2023 2022 2023 2022 Net revenue $ 692,945 $ 703,838 $ 1,362,405 $ 1,328,813 Net income 61,616 61,411 111,276 96,392 Basic net income per share 2.19 2.13 3.96 3.32 Diluted net income per share 2.18 2.13 3.94 3.30 Unaudited pro forma net income reflects additional intangible asset amortization expense of approximately five thousand and $1.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.4 million and $3.0 million for the six months ended June 30, 2023 and 2022, respectively, as well as additional income tax expense of approximately six thousand and $0.5 million for the three months ended June 30, 2023 and 2022, respectively, and $0.1 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively, that would have been recorded had the 2023 acquisitions taken place on January 1, 2022 and the 2022 acquisitions taken place on January 1, 2021. |