Business Combinations

3 Months Ended

Mar. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

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 one business combination and one insignificant bolt-on acquisition merged into an existing operation during each of the three months ended March 31, 2025 and 2024.

Below is a summary of insignificant acquisitions in aggregate by year, including revenue and net income since date of acquisition shown for the year of acquisition. Net income includes amortization and taxes when appropriate.

For the three months ended March 31, 2025 (in millions):


									Three months ended March 31, 2025
2025 Acquisitions	Date	Acquisition Type	Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income
Other	3/17/2025	Asset	$	8.3	$	0.5	$	8.8	$	0.2	$	0.0

For the three months ended March 31, 2024 (in millions):


									Three months ended March 31, 2024
2024 Acquisitions	Date	Acquisition Type	Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income

Other	3/4/2024	Asset	$	4.1	$	0.6	$	4.7	$	0.4	$	0.0

Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.5 million for both the three months ended March 31, 2025 and 2024, 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 (including the identifiable intangible assets). We expect to deduct approximately $3.0 million of goodwill for tax purposes as a result of 2025 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 millions):


	Three months ended March 31, 2025		Three months ended March 31, 2024
	Other		Other
Estimated fair values:


Inventories	$	0.3	$	0.4

Property and equipment	0.2		0.3

Intangibles	5.5		2.5
Goodwill	2.8		1.5






Fair value of assets acquired and purchase price	8.8		4.7
Less seller obligations	0.5		0.6
Cash paid	$	8.3	$	4.1

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 March 31, 2024 is deemed to be within the measurement period and its purchase price considered preliminary.

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 three months ended March 31, 2025 and 2024 due to adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as intangible impairment charges and other immaterial intangible assets added during the ordinary course of business. All other acquisitions during the three months ended March 31, 2025 and 2024 had their respective goodwill assigned to our Installation operating segment.

Estimates of acquired intangible assets related to the acquisitions are as follows (in millions):


	For the three months ended March 31,
	2025			2024
Acquired intangibles assets	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)
Customer relationships	$	3.8	12	$	1.7	12
Trademarks and tradenames	1.5		15	0.6		15
Non-competition agreements	0.2		5	0.2		5

Pro Forma Information

The unaudited pro forma information for the combined results of the Company has been prepared as if the 2025 acquisitions had taken place on January 1, 2024 and the 2024 acquisitions had taken place on January 1, 2023. 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, 2024 and 2023, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in millions, except per share data):


	Unaudited pro forma for the three months ended March 31,
	2025		2024
Net revenue	$	685.9	$	717.8
Net income	45.5		57.7
Basic net income per share	1.65		2.05
Diluted net income per share	1.64		2.03

Unaudited pro forma net income reflects additional intangible asset amortization expense of approximately $0.1 million and $1.1 million for the three months ended March 31, 2025 and 2024, respectively, as well as additional income tax expense of approximately $29 thousand and $0.6 million for the three months ended March 31, 2025 and 2024, respectively, that would have been recorded had the 2025 acquisitions taken place on January 1, 2024 and the 2024 acquisitions taken place on January 1, 2023.