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Business Combinations
12 Months Ended
Dec. 31, 2022
Business Combinations [Abstract]  
Business Combinations BUSINESS COMBINATIONSAs 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 eight, eleven and nine business combinations during the years ended December 31, 2022, 2021 and 2020, respectively. Acquisition-related costs amounted to $3.0 million, $3.8 million and $3.0 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in Administrative expenses on the Consolidated Statements of Operations and Comprehensive Income. In addition, we recognized gains on acquisition earnouts on the Consolidated Statements of Operations and Comprehensive Income of $16.1 million, $1.0 million and $0.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, due to probability assessments and to the cancellations of acquisition-related earnouts. The gain recorded during the year ended December 31, 2022, is primarily comprised of a $15.1 million gain for the Central Aluminum acquisition (as defined below) recorded as a result of revised earnout target expectations. 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 $41.3 million of goodwill for tax purposes as a result of 2022 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 2022 acquisitions were Central Aluminum Supply Corporation and Central Aluminum Supply of North Jersey, LLC (collectively "CAS") in April 2022 and ABS Insulating Company, Inc., ABS Sprayfoam Insulation, Inc. and ABS Coastal Insulating Company, LLC (collectively "ABS") in December 2022. 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. Prior period amounts have been recast to conform with the current year presentation.
For the year ended December 31, 2022 (in thousands):
2022 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income (Loss)
CAS4/11/2022Share$55,150 $22,927 $78,077 $37,822 $(1,001)
ABS12/19/2022Share23,150 412 23,562 658 (97)
OtherVariousAsset/Share35,759 3,639 39,398 22,576 787 
Total$114,059 $26,978 $141,037 $61,056 $(311)
For the year ended December 31, 2021 (in thousands):
2021 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income (Loss)
IWI03/01/2021Share$42,098 $5,959 $48,057 $36,259 $3,373 
Five Star9/13/2021Share26,308 5,466 31,774 6,861 (119)
AMD12/13/2021Asset119,490 6,631 126,121 3,707 (225)
OtherVarious Asset/Share55,119 9,835 64,954 35,604 (390)
Total$243,015 $27,891 $270,906 $82,431 $2,639 
For the year ended December 31, 2020 (in thousands):
2020 AcquisitionsDateAcquisition TypeCash PaidSeller ObligationsTotal Purchase PriceRevenueNet Income (Loss)
ICON10/13/2020Asset$16,900 $3,598 $20,498 $4,798 $449 
OtherVariousAsset59,546 10,488 70,034 35,696 1,443 
Total$76,446 $14,086 $90,532 $40,494 $1,892 
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):
2022
CASABSOtherTotal
Estimated fair values:
Cash$243 $193 $87 $523 
Accounts receivable3,502 2,777 5,800 12,079 
Inventories13,784 853 2,456 17,093 
Other current assets576 485 71 1,132 
Property and equipment2,590 1,269 4,498 8,357 
Operating lease right-of-use asset 844 — 66 910 
Intangibles34,900 12,800 17,365 65,065 
Goodwill27,594 10,546 11,154 49,294 
Other non-current assets— — 56 56 
Accounts payable and other current liabilities(5,387)(2,677)(2,133)(10,197)
Deferred income tax liabilities— (2,455)— (2,455)
Income tax payable— (229)— (229)
Other long-term liabilities(569)— (22)(591)
Fair value of assets acquired and purchase price78,077 23,562 39,398 141,037 
Less seller obligations22,927 412 3,639 26,978 
Cash paid$55,150 $23,150 $35,759 $114,059 
2021
IWIFive StarAMDOtherTotal
Estimated fair values:
Cash$168 $1,472 $— $67 $1,707 
Accounts receivable5,122 4,583 8,393 13,584 31,682 
Inventories1,157 1,399 7,540 1,786 11,882 
Other current assets3,014 330 — 1,975 5,319 
Property and equipment796 1,161 1,133 4,124 7,214 
Operating lease right of-use-asset— — 199 — 199 
Intangibles25,200 17,400 52,800 31,554 126,954 
Goodwill23,282 6,626 56,327 21,122 107,357 
Other non-current assets264 — — 417 681 
Accounts payable and other current liabilities(8,416)(1,170)(184)(6,809)(16,579)
Deferred income tax liabilities— — — (2,089)(2,089)
Other long-term liabilities(2,530)(27)(87)(777)(3,421)
Fair value of assets acquired and purchase price48,057 31,774 126,121 64,954 270,906 
Less seller obligations5,959 5,466 6,631 9,835 27,891 
Cash paid$42,098 $26,308 $119,490 $55,119 $243,015 
2020
ICONOtherTotal
Estimated fair values:
Accounts receivable$4,828 $12,777 $17,605 
Inventories243 2,518 2,761 
Other current assets675 779 1,454 
Property and equipment380 5,482 5,862 
Intangibles11,830 34,393 46,223 
Goodwill2,870 18,435 21,305 
Other non-current assets145 96 241 
Accounts payable and other current liabilities(445)(4,196)(4,641)
Other long-term liabilities(28)(250)(278)
Fair value of assets acquired and purchase price20,498 70,034 90,532 
Less seller obligations3,598 10,488 14,086 
Cash paid$16,900 $59,546 $76,446 
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.
The provisional amounts for one of our 2021 acquisitions originally reported in our Consolidated Balance Sheets included in our Annual Report on Form 10-K for the period ended December 31, 2021 were adjusted due to adjustments to pre-acquisition financial information and ongoing analysis of the fair value measurements. As a result of an independent appraisal, we increased goodwill by approximately $1.6 million and decreased intangibles by $(3.0) million. These adjustments were within applicable measurement period guidelines and did not effect earnings.
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, 2022, 2021 and 2020 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.
Estimates of acquired intangible assets related to the acquisitions are as follows (dollars in thousands):
202220212020
Acquired intangibles assetsEstimated Fair ValueWeighted Average Estimated Useful Life (yrs)Estimated Fair ValueWeighted Average Estimated Useful Life (yrs)Estimated Fair ValueWeighted Average Estimated Useful Life (yrs)
Customer relationships$45,236 12$95,173 12$28,307 8
Trademarks and trade names16,794 1523,149 159,834 15
Non-competition agreements2,645 57,054 53,315 5
Backlog390 11,578 1.54,767 1.5
Pro Forma Information (unaudited)
The unaudited pro forma information has been prepared as if the 2022 acquisitions had taken place on January 1, 2021, 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, 2021, 2020 and 2019 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,
202220212020
Net revenue$2,732,084 $2,217,592 $1,922,327 
Net income227,108 135,850 107,791 
Basic net income per share7.91 4.63 3.65 
Diluted net income per share7.87 4.59 3.63 
Unaudited pro forma net income reflects additional intangible asset amortization expense of $2.5 million, $13.1 million and $18.2 million for the years ended December 31, 2022, 2021 and 2020, respectively, additional interest expense of $4.3 million for each of the years ended December 31, 2021 and 2020, respectively, as well as additional income tax expense of $1.2 million, $5.7 million and $3.7 million for the years ended December 31, 2022, 2021 and 2020, respectively.