Business Combinations (Tables)

12 Months Ended

Dec. 31, 2019

For the year ended December 31, 2019 (in thousands):


2019 Acquisitions	Date		Acquisition Type		Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income ( Loss )
1st State Insulation		3/18/2019		Asset	$	5,125	$	1,355	$	6,480	$	9,828	$	476
Expert Insulation		6/24/2019		Asset		16,165		1,993		18,158		6,484		155
Premier		11/18/2019		Share		25,000		2,765		27,765		2,161		(62	)
Other		Various		Asset		5,750		1,430		7,180		3,339		23

Total					$	52,040	$	7,543	$	59,583	$	21,812	$	592

For the year ended December 31, 2018 (in thousands):


Name	Date	Acquisition Type	Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income (Loss)
CDG	3/19/2018	Asset	$	9,440	$	1,973	$	11,413	$	11,466	$	531
AFT	10/31/2018	Asset		19,707		1,510		21,217		3,530		(13	)
Other	Various	Shares/Asset		28,593		4,057		32,650		24,329		639

Total			$	57,740	$	7,540	$	65,280	$	39,325	$	1,157

For the year ended December 31, 2017 (in thousands):


Name	Date		Acquisition Type		Cash Paid		Seller Obligations		Fair Value of Common Stock Issued		Total Purchase Price		Revenue		Net (Loss) Income
Alpha (1)		1/5/2017		Share	$	103,810	$	2,002	$	10,859	$	116,671	$	116,070	$	(1,148	)
Columbia		6/26/2017		Asset		8,768		225		—		8,993		6,046		86
Astro		9/18/2017		Asset		9,144		482		—		9,626		1,829		11
Other		Various		Asset		15,645		2,419		—		18,064		20,457		573

Total					$	137,367	$	5,128	$	10,859	$	153,354	$	144,402	$	(478	)

(1)

The cash paid included $21.7 million in contingent consideration to satisfy purchase price adjustments related to cash and net working capital requirements, earnout consideration based on Alpha’s change in

EBITDA from 2015 and a customary holdback. These payments were based on fair value of each contingent payment at the time of acquisition and subsequently adjusted during the measurement period. We issued 282,577 shares of our common stock with a fair value of $10.9 million.

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):


	2019
	1st State			Expert			Premier			Other			Total
Estimated fair values:
Cash	$	—		$	—		$	334		$	—		$	334
Accounts receivable		—			1,796			2,930			479			5,205
Inventories		291			723			1,242			410			2,666
Other current assets		—			—			—			3			3
Property and equipment		989			235			876			887			2,987
Intangibles		3,382			6,740			14,300			3,619			28,041
Goodwill		1,857			8,545			10,238			1,765			22,405
Other non-current assets		—			161			329			41			531
Accounts payable and other current liabilities		(39	)		(42	)		(2,484	)		(24	)		(2,589	)

Fair value of assets acquired and purchase price		6,480			18,158			27,765			7,180			59,583
Less seller obligations		1,355			1,993			2,765			1,430			7,543

Cash paid	$	5,125		$	16,165		$	25,000		$	5,750		$	52,040


	2018
	CDG			AFT			Other			Total
Estimated fair values:
Accounts receivable	$	1,731		$	—		$	4,104		$	5,835
Inventories		514			565			1,136			2,215
Other current assets		28			—			918			946
Property and equipment		933			2,882			2,169			5,984
Intangibles		3,711			13,470			18,904			36,085
Goodwill		4,898			4,415			7,766			17,079
Other non-current assets		36			13			82			131
Accounts payable and other current liabilities		(438	)		(128	)		(2,429	)		(2,995	)

Fair value of assets acquired and purchase price		11,413			21,217			32,650			65,280
Less fair value of common stock issued		—			—			—			—
Less seller obligations		1,973			1,510			4,057			7,540

Cash paid	$	9,440		$	19,707		$	28,593		$	57,740


	2017
	Alpha			Columbia			Astro			Other			Total
Estimated fair values:
Cash	$	247		$	—		$	—		$	—		$	247
Accounts receivable		29,851			989			924			3,157			34,921
Inventories		1,852			704			296			1,544			4,396
Other current assets		4,500			8			36			96			4,640
Property and equipment		1,528			659			640			1,820			4,647
Intangibles		57,200			4,760			5,168			9,688			76,816
Goodwill		38,511			2,209			2,932			4,190			47,842
Other non-current assets		383			36			—			219			638
Accounts payable and other current liabilities		(17,401	)		(372	)		(370	)		(2,650	)		(20,793	)

Fair value of assets acquired		116,671			8,993			9,626			18,064			153,354
Less fair value of common stock issued		10,859			—			—			—			10,859
Less seller obligations		2,002			225			482			2,419			5,128

Cash paid	$	103,810		$	8,768		$	9,144		$	15,645		$	137,367

Estimates of Acquired Intangible Assets

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


	2019				2018				2017
Acquired intangibles assets	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs)		Estimated Fair Value		Weighted Average Estimated Useful Life (yrs)		Estimated Fair Value		Weighted Average Estimated Useful Life (yrs)
Customer relationships	$	20,659		8	$	27,149		8	$	39,922		8
Trademarks and trade names		5,286		15		6,075		15		20,667		15
Non-competition agreements		2,096		5		2,401		5		2,628		5
Backlog		—		—		460		2		13,600		1.5

Pro Forma Results of Operations

The unaudited pro forma information has been prepared as if the 2019 acquisitions had taken place on January 1, 2018, the 2018 acquisitions had taken place on January 1, 2017 and the 2017 acquisitions had taken place on January 1, 2016. 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, 2017 and 2016 and the unaudited pro forma information does not purport to be indicative of future financial operating results (in thousands, except for per share data).


	Unaudited Pro Forma for the years ended December 31,
	2019		2018		2017
Net revenue	$	1,549,797	$	1,436,713	$	1,246,017
Net income		70,389		61,148		48,016
Basic net income per share		2.37		1.97		1.52
Diluted net income per share		2.36		1.96		1.51