As part of our ongoing strategy to expand geographically and increase market share in certain markets, as well as diversify our products and end markets, we completed four business combinations and one insignificant tuck-in acquisition merged into an existing operation during the six months ended June 30, 2023 and three business combinations during the six months ended June 30, 2022. The largest of these acquisitions were Anchor Insulation Co., Inc. (Anchor) in March 2023 and Central Aluminum Supply Corporation and Central Aluminum Supply of North Jersey, LLC ("CAS") in April 2022.

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. Net income (loss) includes amortization and taxes when appropriate.

For the three and six months ended June 30, 2023 (in thousands):


									Three months ended June 30, 2023				Six months ended June 30, 2023
2023 Acquisitions	Date	Acquisition Type	Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income (Loss)		Revenue		Net Income (Loss)
Anchor	3/12/2023	Share	$	35,928	$	2,410	$	38,338	$	9,324	$	446	$	11,517	$	497
Other	Various	Asset	4,264		385		4,649		1,436		(28)		1,880		(13)






			$	40,192	$	2,795	$	42,987	$	10,760	$	418	$	13,397	$	484


									Three months ended June 30, 2022				Six months ended June 30, 2022
2022 Acquisitions	Date	Acquisition Type	Cash Paid		Seller Obligations		Total Purchase Price		Revenue		Net Income		Revenue		Net Income

CAS	4/11/2022	Share	$	55,150	$	27,335	$	82,485	$	12,724	$	243	$	12,724	$	243

Other	Various	Share/Asset	17,650		2,351		20,001		4,389		117		5,304		214





			$	72,800	$	29,686	$	102,486	$	17,113	$	360	$	18,028	$	457

Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.5 million and $0.7 million for the three months ended June 30, 2023 and 2022, respectively, and $1.1 million and $1.4 million for the six months ended June 30, 2023 and 2022. The goodwill recognized in conjunction with these business combinations represents the excess cost of the acquired entity over the net amount assigned to assets acquired and liabilities assumed. We expect to deduct approximately $13.7 million of goodwill for tax purposes as a result of 2023 acquisitions.

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):


	Six months ended June 30, 2023
	Anchor		Other		Total
Estimated fair values:
Cash	$	10	$	—	$	10
Accounts receivable	5,000		—		5,000
Inventories	1,613		202		1,815
Other current assets	1,862		—		1,862
Property and equipment	2,309		940		3,249
Operating lease right-of-use asset	—		28		28
Intangibles	16,420		2,200		18,620
Goodwill	13,018		1,307		14,325
Other non-current assets	184		28		212
Accounts payable and other current liabilities	(2,078)		(47)		(2,125)



Other long-term liabilities	—		(9)		(9)
Fair value of assets acquired and purchase price	38,338		4,649		42,987
Less seller obligations	2,410		385		2,795
Cash paid	$	35,928	$	4,264	$	40,192


	Six months ended June 30, 2022
	CAS		Other		Total
Estimated fair values:
Cash	$	243	$	87	$	330
Accounts receivable	3,502		3,595		7,097
Inventories	13,443		1,522		14,965
Other current assets	53		23		76
Property and equipment	2,590		1,976		4,566
Operating lease right-of-use asset	844		66		910
Intangibles	34,900		8,122		43,022
Goodwill	32,867		4,815		37,682
Other non-current assets	—		19		19
Accounts payable and other current liabilities	(5,388)		(202)		(5,590)



Other long-term liabilities	(569)		(22)		(591)
Fair value of assets acquired and purchase price	82,485		20,001		102,486
Less seller obligations	27,335		2,351		29,686
Cash paid	$	55,150	$	17,650	$	72,800

Contingent consideration, non-compete agreements and/or amounts based on working capital calculations are included as “seller obligations” in the above table or within “fair value of assets acquired” if subsequently paid during the period presented. Contingent consideration payments consist primarily of earnouts based on performance that are recorded at fair value at the time of acquisition. When these payments are expected to be made over one year from the acquisition date, the contingent consideration is discounted to net present value of future payments based on a weighted average of various future forecast scenarios.

Further adjustments to the allocation for each acquisition still under its measurement period are expected as third-party or internal valuations are finalized, certain tax aspects of the transaction are completed and customary post-closing reviews are

concluded during the measurement period attributable to each individual business combination. As a result, adjustments to the fair value of assets acquired, and in some cases total purchase price, have been made to certain business combinations since the date of acquisition and future adjustments may be made through the end of each measurement period. Any acquisition acquired after June 30, 2022 is deemed to be within the measurement period and its purchase price considered preliminary. During the six months ended June 30, 2023, we increased the purchase price for Central Aluminum by $4.4 million primarily due to a tax election.

Goodwill and intangibles per the above table may not agree to the total gross increase of these assets as shown in Note 6, Goodwill and Intangibles, during each of the six months ended June 30, 2023 and 2022 due to adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as other immaterial intangible assets added during the ordinary course of business. All of the goodwill for Central Aluminum was assigned to our Distribution operating segment. All other acquisitions during the six months ended June 30, 2023 and 2022 had their respective goodwill assigned to our Installation operating segment.


	For the six months ended June 30,
	2023			2022
Acquired intangibles assets	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)	Estimated Fair Value		Weighted Average Estimated Useful Life (yrs.)
Customer relationships	$	11,710	12	$	28,676	12
Trademarks and tradenames	5,723		15	12,891		15
Non-competition agreements	367		5	1,455		5
Backlog	820		1	—		0

The unaudited pro forma information for the combined results of the Company has been prepared as if the 2023 acquisitions had taken place on January 1, 2022 and the 2022 acquisitions had taken place on January 1, 2021. 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, 2022 and 2021, 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 June 30,				Unaudited pro forma for the six months ended June 30,
	2023		2022		2023		2022
Net revenue	$	692,945	$	703,838	$	1,362,405	$	1,328,813
Net income	61,616		61,411		111,276		96,392
Basic net income per share	2.19		2.13		3.96		3.32
Diluted net income per share	2.18		2.13		3.94		3.30

Unaudited pro forma net income reflects additional intangible asset amortization expense of approximately five thousand and $1.1 million for the three months ended June 30, 2023 and 2022, respectively, and $0.4 million and $3.0 million for the six months ended June 30, 2023 and 2022, respectively, as well as additional income tax expense of approximately six thousand and $0.5 million for the three months ended June 30, 2023 and 2022, respectively, and $0.1 million and $0.9 million for the six months ended June 30, 2023 and 2022, respectively, that would have been recorded had the 2023 acquisitions taken place on January 1, 2022 and the 2022 acquisitions taken place on January 1, 2021.