Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.23.2
Business Combinations
6 Months Ended
Jun. 30, 2023
Business Combinations  
Business Combinations

11. BUSINESS COMBINATIONS

Acquiring businesses is a key part of our ongoing strategy to grow our company and expand our market share.  Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.”  Acquisition related costs were $1.1 million and $2.8 million in the three and six months ended June 30, 2023, respectively, and $0.9 million and $1.3 million for the three and six months ended June 30, 2022, respectively.  Acquisition related costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

On January 26, 2023, we acquired the assets of the residential insulation business of SRI. This installation acquisition enhanced our presence in Georgia, Michigan, Ohio, Florida, Alabama and South Carolina. The purchase price of $45.8 million was funded by cash on hand and the fair values of the assets acquired and liabilities assumed are as follows as of June 30, 2023, in thousands:

Purchase price fair values:

Accounts receivable

$

5,751

Inventories

4,377

Prepaid and other assets

203

Property and equipment

4,623

ROU asset (operating)

4,695

Intangible assets

13,740

Goodwill

23,687

Accounts payable

(6,368)

Lease liabilities (operating)

(4,771)

All other liabilities

(89)

Net assets acquired

$

45,848

Estimates of acquired intangible assets related to the acquisition of SRI are as follows as of June 30, 2023, dollars in thousands:

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

Customer relationships

$

12,020

12

Trademarks and trade names

1,520

10

Non-compete agreements

200

5

Total intangible assets acquired

$

13,740

12

As third-party or internal valuations are finalized, certain tax aspects of the foregoing transactions are completed, and customer post-closing reviews are concluded, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price, through the end of each measurement period, generally one year following the applicable acquisition date.  

The table below provides a summary as of June 30, 2023 for the businesses acquired during the six months ended June 30, 2022, in thousands:

2022 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Goodwill Acquired

Billings

2/3/2022

$

7,005

$

$

3,313

Assured

4/7/2022

4,719

600

3,406

All others

Various

1,500

780

Total

$

13,224

$

600

$

7,499

Goodwill to be recognized in connection with acquisitions is attributable to the synergies expected to be realized and improvements in the businesses after the acquisitions.  Primarily all of the $23.7 million and $7.5 million of goodwill recorded from acquisitions completed in the six months ended June 30, 2023 and 2022, respectively, is expected to be deductible for income tax purposes.