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Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events [Abstract]  
Subsequent Events

NOTE 12 – SUBSEQUENT EVENTS

 

On October 17, 2016, we acquired substantially all of the assets of East Coast Insulators II, L.L.C. for total consideration of approximately $16.5 million, subject to a working capital adjustment. The initial accounting for the business combination was not complete at the time the financial statements were issued due to the timing of the acquisition and the filing of this Quarterly Report on Form 10-Q. As a result, disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time.

 

On October 29, 2016, we entered into a Share Purchase Agreement to acquire all of the outstanding shares of Trilok Industries, Inc., the sole equityholder of Alpha Insulation and Waterproofing, Inc., and Alpha Insulation and Waterproofing Company (collectively “Alpha”) for aggregate consideration of approximately $92.1 million, which includes $9.2 million by issuing 282,577 shares of the Company’s common stock with the remainder paid in cash.  In addition, we will incur seller obligations totaling $1.9 million and the purchase price is subject to customary adjustments for cash and net working capital.  We will also pay in full certain indebtedness of Alpha.  Any payment for indebtedness in excess of approximately $0.4 million will reduce the amount of the purchase price by a corresponding amount.  We may also be required to pay an additional amount in cash as earnout consideration.  Consummation of the acquisition is subject to (i) customary closing conditions, including receipt of certain antitrust regulatory approvals, accuracy of representations (subject to materiality qualifiers) and compliance with covenants in all material respects; (ii) certain persons having agreed to employment offer letters and noncompetition agreements; (iii) certain individuals having agreed to release and waiver agreements and (iv) the receipt of certain documents with respect to leased properties.  We currently expect to fund and close this acquisition in the first quarter of 2017.  If the close does not occur by February 25, 2017, the parties can terminate the definitive purchase agreement, subject to an extension for antitrust regulatory approval and certain other conditions.

 

On November 1, 2016, we acquired substantially all of the assets of Mike’s Garage Door, L.L.C. for total consideration of approximately $0.6 million. The initial accounting for the business combination was not complete at the time the financial statements were issued due to the timing of the acquisition and the filing of this Quarterly Report on Form 10-Q. As a result, disclosures required under ASC 805-10-50, Business Combinations, cannot be made at this time.