Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.23.3
Business Combinations
9 Months Ended
Sep. 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 $6.2 million and $9.0 million in the three and nine months ended September 30, 2023, respectively. We incurred no acquisition related costs for the three months ended September 30, 2022 and incurred $1.3 million for the nine months ended September 30, 2022.  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 $45.3 million was funded by cash on hand.

On July 10, 2023, we acquired the assets of the residential insulation installer business Rocky Mountain. This installation acquisition enhanced our presence in the Colorado market. The purchase price of $7.2 million was funded by cash on hand.

On July 17, 2023, we acquired the assets of the residential insulation business Best. This installation acquisition enhanced our presence in Texas, Arizona, Tennessee, and Florida markets. The purchase price of $95.0 million was funded by cash on hand.

The fair values of the assets acquired and liabilities assumed for our 2023 acquisitions are as follows as of September 30, 2023, in thousands:

2023 Acquisitions

Purchase price fair values:

SRI

Rocky Mountain

Best

Totals

Accounts receivable

$

5,531

$

584

$

7,537

$

13,652

Inventories

4,383

267

2,132

6,782

Prepaid and other assets

158

553

711

Property and equipment

4,623

338

5,518

10,479

ROU asset (operating)

4,695

165

3,441

8,301

Intangible assets

13,740

2,399

30,470

46,609

Goodwill

23,132

3,629

51,213

77,974

Accounts payable

(6,078)

(17)

(2,623)

(8,718)

Lease liabilities (operating)

(4,775)

(165)

(3,241)

(8,181)

All other liabilities

(95)

(95)

Net assets acquired

$

45,314

$

7,200

$

95,000

$

147,514

Estimates of acquired intangible assets related to our 2023 acquisitions are as follows as of September 30, 2023, dollars in thousands:

    

Estimated Fair Value

    

Weighted Average Estimated Useful Life (Years)

Customer relationships

$

42,399

12

Trademarks and trade names

4,010

10

Non-compete agreements

200

5

Total intangible assets acquired

$

46,609

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.  

On July 26, 2023, we entered into a definitive agreement to acquire SPI. SPI has 85 branches across the United States and 4 branches in Canada. We expect to fund this $960.0 million transaction with Term Facility Two and cash on hand. The transaction is subject to customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  

The table below provides a summary as of September 30, 2023 for the businesses acquired during the nine months ended September 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

3,257

1,726

Total

$

14,981

$

600

$

8,445

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 $78.0 million and $8.4 million of goodwill recorded from acquisitions completed in the nine months ended September 30, 2023 and 2022, respectively, is expected to be deductible for income tax purposes.