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Business Combinations
9 Months Ended
Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
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, 2021Nine months ended September 30, 2021
2021 AcquisitionsDateAcquisition
Type
Cash PaidSeller
Obligations
Total 
Purchase
Price
RevenueNet Income (Loss)RevenueNet Income
(Loss)
IWI03/01/2021Share$42,098 $5,959 $48,057 $10,556 $590 $24,315 $2,068 
Alert4/13/2021Asset5,850 2,980 8,830 4,764 8,890 147 
Alpine4/19/2021Asset7,945 2,208 10,153 3,045 263 4,996 216 
GCP6/7/2021Asset9,700 1,427 11,127 2,624 (152)3,270 (118)
Five Star9/13/2021Share26,308 5,466 31,774 1,243 25 1,243 25 
OtherVariousAsset4,240 947 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, 2020Nine months ended September 30, 2020
2020 AcquisitionsDateAcquisition
Type
Cash PaidSeller
Obligations
Total
 Purchase
Price
RevenueNet Income
(Loss)
RevenueNet Income
(Loss)
Royals02/29/2020Asset$7,590 $2,500 $10,090 $2,843 $279 $6,650 $628 
Energy One8/10/2020Asset13,200 1,595 14,795 2,853 (202)2,853 (202)
Storm Master8/31/2020Asset13,000 1,336 14,336 2,055 85 2,055 85 
OtherVariousAsset5,035 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
IWIAlertAlpineGCPFive StarOtherTotal
Estimated fair values:
Cash$168 $— $— $— $1,472 $— $1,640 
Accounts receivable5,122 4,710 — 3,067 4,597 446 17,942 
Inventories1,157 765 359 — 1,399 138 3,818 
Other current assets2,354 738 — — 330 — 3,422 
Property and equipment796 693 726 206 1,161 544 4,126 
Intangibles25,200 2,770 5,543 5,670 17,400 2,787 59,370 
Goodwill25,212 940 3,582 2,695 6,482 1,295 40,206 
Other non-current assets264 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 price48,057 8,830 10,153 11,127 31,774 5,187 115,128 
Less seller obligations5,959 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
RoyalsEnergy OneStorm MasterOtherTotal
Estimated fair values:
Accounts receivable2,848 3,350 2,362 1,418 $9,978 
Inventories305 812 175 278 $1,570 
Other current assets430 12 — 145 $587 
Property and equipment598 2,319 798 350 $4,065 
Intangibles3,930 6,500 8,720 2,996 $22,146 
Goodwill3,015 3,304 3,631 1,697 $11,647 
Other non-current assets58 — — 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 price10,090 14,795 14,336 6,573 45,794 
Less seller obligations2,500 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,
 20212020
Acquired intangibles assetsEstimated
Fair Value
Weighted
Average
Estimated
Useful Life
(yrs.)
Estimated
Fair Value
Weighted
Average
Estimated
Useful Life
(yrs.)
Customer relationships$43,115 12$14,528 8
Trademarks and tradenames10,147 153,796 15
Non-competition agreements4,530 51,946 5
Backlog1,578 1.51,876 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,
 2021202020212020
Net revenue$516,057 $465,639 $1,474,979 $1,356,619 
Net income35,574 30,876 93,262 77,604 
Basic net income per share1.21 1.05 3.18 2.63 
Diluted net income per share1.20 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.