XML 75 R23.htm IDEA: XBRL DOCUMENT v3.20.1
Business Combinations
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Business Combinations
NOTE 16 - BUSINESS COMBINATIONS
As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed two business combinations during the three months ended March 31, 2020 and one business combination during the three months ended March 31, 2019 and one insignificant
tuck-in
acquisition merged into existing operations during the three months ended March 31, 2019, in which we acquired 100% of the voting equity interests in each.
The largest of these acquisitions were Royals Commercial Services, Inc. (“Royals”) in March 2020 and 1st State Insulation, LLC (“1st State Insulation”) in March 2019. Below is a summary of each significant acquisition by year, including revenue and net (loss)/income since date of acquisition, shown for the year acquisition. Where noted, “Other” represents acquisitions that were individually immaterial in that year. Net (loss)/income, as noted below, includes amortization, taxes and interest allocations when
appropriate.
For the three months ended March 31, 2020 (in thousands):
                                                         
 
   
   
   
   
   
Three months ended
March 31, 2020
 
2020 Acquisitions
 
Date
   
Acquisition
Type
   
Cash Paid
   
Seller
Obligations
   
Total Purchase
Price
   
Revenue
   
Net Loss
 
Royals
   
2/29/2020
     
Asset
    $
7,590
    $
2,500
    $
10,090
    $
784
    $
(87
)
Other
   
1/13/2020
     
Asset
     
911
     
70
     
981
     
226
     
(21
)
                                                         
   
     
    $
8,501
    $
2,570
    $
11,071
    $
1,010
    $
(108
)
                                                         
 
 
 
 
For the three months ended March 31, 2019 (in thousands):
                                                         
 
   
   
   
   
   
Three months ended
March 31, 2019
 
2019 Acquisitions
 
Date
   
Acquisition
Type
   
Cash Paid
   
Seller
Obligations
   
Total Purchase
Price
   
Revenue
   
Net Income
 
1st State Insulation
   
3/18/2019
     
Asset
    $
5,125
    $
1,355
    $
6,480
    $
488
    $
23
 
                                                         
 
Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.7 million and $0.6 million for the three months ended March 31, 2020 and 2019, 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 $3.0 million of goodwill for tax purposes as a result of 2020 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 March 31, 2020
   
As of March 31, 2019
 
 
Royals
   
Other
   
Total
   
1st State
 
Estimated fair values:
   
     
     
     
 
Accounts receivable
  $
2,848
    $
 —  
    $
2,848
    $
—  
 
Inventories
   
305
     
70
     
375
     
291
 
Other current assets
   
430
     
11
     
441
     
—  
 
Property and equipment
   
627
     
119
     
746
     
989
 
Intangibles
   
3,930
     
582
     
4,512
     
3,382
 
Goodwill
   
2,986
     
206
     
3,192
     
1,857
 
Other
non-current
assets
   
58
     
8
     
66
     
—  
 
Accounts payable and other current liabilities
   
(1,059
)    
(15
)    
(1,074
)    
(39
)
Deferred income tax liabilities
   
(35
)    
—  
     
(35
)    
—  
 
                                 
Fair value of assets acquired and purchase price
   
10,090
     
981
     
11,071
     
6,480
 
Less seller obligations
   
2,500
     
70
     
2,570
     
1,355
 
                                 
Cash paid
  $
7,590
    $
911
    $
8,501
    $
5,125
 
                                 
 
 
 
 
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
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 using our weighted average cost of capital (WACC), when appropriate.
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 5, Goodwill and Intangibles, during each of the three months ended March 31, 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 three months ended March 31, 2019 due to a small
tuck-in
acquisition merged into existing operations that does not appear in the above table as discussed above.
Estimates of acquired intangible assets related to the acquisitions are as follows (in thousands):
                                 
 
For the three months ended March 31,
 
 
2020
   
2019
 
Acquired intangibles assets
 
Estimated
Fair Value
   
Weighted
Average
Estimated
Useful Life
(yrs.)
   
Estimated
Fair Value
   
Weighted
Average
Estimated
Useful Life
(yrs.)
 
Customer relationships
  $
2,611
     
8
    $
2,100
     
8
 
Trademarks and trade names
   
1,145
     
15
     
999
     
15
 
Non-competition
agreements
   
227
     
5
     
283
     
5
 
Backlog
   
529
     
2
     
—  
     
—  
 
 
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
months ended March 31,
 
 
2020
   
2019
 
Net revenue
  $
399,120
    $
359,209
 
Net income
   
16,125
     
9,578
 
Basic and diluted net income per share
   
0.54
     
0.32
 
 
Unaudited pro forma net income reflects additional intangible asset amortization expense of $0.1 million and $1.0 million for the three months ended March 31, 2020 and 2019, respectively, as well as additional income tax expense of $49 thousand and $0.3 million for the three months ended March 31, 2020 and 2019, respectively, that would have been recorded had the 2020 acquisitions taken place on January 1, 2019 and the 2019 acquisitions taken place on January 1, 2018.