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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Schedule of Business Combinations

As part of our ongoing strategy to expand geographically and increase market share in certain markets, we completed

one

business combination and

one

insignificant tuck-in acquisition merged into existing operations during the three months ended March 31, 2019 and two business combinations and one insignificant tuck-in acquisition merged into existing operations during the three months ended March 31, 2018, respectively, in which we acquired

100

% of the ownership interests in each.

The largest of these acquisitions were 1st State Insulation, LLC (“1st State Insulation”) in March 2019 and Custom Overhead Door, LLC dba Custom Door & Gate (collectively, “CDG”) in March 2018. Net Income, as noted below, includes amortization, taxes and interest allocations when appropriate. 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 (in thousands):

Total

Three months ended

Acquisition

Cash

Seller

Purchase

March 31, 2019

2019 Acquisitions

Date

Type

Paid

Obligations

Price

Revenue

Net Income

1st State Insulation

3/18/2019

Asset

5,125

1,380

6,505

488

											Three months ended
			Acquisition				Seller		Total Purchase		March 31, 2018
2018 Acquisitions	Date		Type		Cash Paid		Obligations		Price		Revenue		Net (Loss) Income
CDG		3/19/2018		Asset	$	9,440	$	1,973	$	11,413	$	400	$	(15	)
Other		1/15/2018		Asset		2,065		953		3,018		1,271		66
Total					$	11,505	$	2,926	$	14,431	$	1,671	$	51

Summary of Estimated Fair Value of Assets Acquired and Liabilities Assumed

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):

	As of March 31, 2019			As of March 31, 2018
	1st State			CDG			Other			Total
Estimated fair values:
Accounts receivable	$	—		$	1,731		$	—		$	1,731
Inventories		291			514			75			589
Other current assets		—			28			12			40
Property and equipment		989			933			517			1,450
Intangibles		3,382			3,711			1,675			5,386
Goodwill		1,882			4,898			764			5,662
Other non-current assets		—			36			—			36
Accounts payable and other current liabilities		(39	)		(438	)		(25	)		(463	)
Fair value of assets acquired and purchase price		6,505			11,413			3,018			14,431
Less seller obligations		1,380			1,973			953			2,926
Cash paid	$	5,125		$	9,440		$	2,065		$	11,505

Estimates of Acquired Intangible Assets

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

	For the three months ended March 31,
	2019				2018
Acquired intangibles assets	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)		Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)
Customer relationships	$	2,100		8	$	3,441		8
Trademarks and trade names		999		15		1,695		15
Non-competition agreements		283		5		250		5

Pro Forma Results of Operations

The unaudited pro forma information for the combined results of the Company has been prepared as if the 2019 acquisitions had taken place on January 1, 2018 and the 2018 acquisitions had taken place on January 1, 2017. 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, 2018 and 2017, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except per share data):

	Unaudited pro forma for the three months ended March 31,
	2019		2018
Net revenue	$	344,397	$	322,666
Net income		8,793		7,478
Basic and diluted net income per share		0.30		0.24