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Business Combinations | 6 Months Ended
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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.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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