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Business Combinations | 6 Months Ended
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Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combinations | BUSINESS COMBINATIONS 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 five business combinations and one insignificant tuck-in acquisition merged into an existing operation during the six months ended June 30, 2024 and four business combinations and one insignificant tuck-in acquisition merged into an existing operation during the six months ended June 30, 2023. The largest of these acquisitions was Anchor Insulation Co., Inc. ("Anchor") in March 2023. Below is a summary of each significant acquisition by year, including revenue and net income since date of acquisition shown for the year of acquisition. Net income includes amortization and taxes when appropriate. For the three and six months ended June 30, 2024 (in millions):
|  |  |  |  |  |  |  |  |  |  |  | Three months ended June 30, 2024 |  | Six months ended June 30, 2024
2024 Acquisitions |  | Date |  | Acquisition Type |  | Cash Paid |  | Seller Obligations |  | Total Purchase Price |  | Revenue |  | Net Income |  | Revenue |  | Net Income
Various |  | Various |  | Asset |  | $ | 22.7 |  |  | $ | 2.2 |  |  | $ | 24.9 |  |  | $ | 4.8 |  |  | $ | 0.3 |  |  | $ | 5.2 |  |  | $ | 0.3 |
For the three and six months ended June 30, 2023 (in millions):
|  |  |  |  |  |  |  |  |  |  |  | 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 |  | $ | 35.9 |  |  | $ | 2.7 |  |  | $ | 38.6 |  |  | $ | 9.3 |  |  | $ | 0.4 |  |  | $ | 11.5 |  |  | $ | 0.5 |
Other |  | Various |  | Asset |  | 4.3 |  |  | 0.4 |  |  | 4.7 |  |  | 1.4 |  |  | — |  |  | 1.9 |  |  | — |
|  |  |  |  |  | $ | 40.2 |  |  | $ | 3.1 |  |  | $ | 43.3 |  |  | $ | 10.7 |  |  | $ | 0.4 |  |  | $ | 13.4 |  |  | $ | 0.5 |
Acquisition-related costs recorded within administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income amounted to $0.6 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively and $1.1 million for each of the six months ended June 30, 2024 and 2023, respectively. 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 (including the identifiable intangible assets). The goodwill recognized for Anchor reflects the value of its location, revenue enhancements, assembled workforce and other synergies that are expected to be realized from the acquisition. We expect to deduct approximately $6.7 million of goodwill for tax purposes as a result of 2024 acquisitions. Purchase Price Allocations 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 millions):
| Six months ended June 30, 2024 |  | Six months ended June 30, 2023
| Various |  | Anchor |  |  |  |  |  | Other |  | Total
Estimated fair values: |  |  |  |  |  |  |  |  |  |  |
Accounts receivable | $ | 1.0 |  |  | $ | 5.0 |  |  |  |  |  |  | $ | — |  |  | $ | 5.0 |
Inventories | 1.5 |  |  | 1.6 |  |  |  |  |  |  | 0.2 |  |  | 1.8 |
Other current assets | — |  |  | 1.9 |  |  |  |  |  |  | — |  |  | 1.9 |
Property and equipment | 2.3 |  |  | 2.3 |  |  |  |  |  |  | 1.0 |  |  | 3.3 |
Operating lease right-of-use asset | — |  |  | — |  |  |  |  |  |  | — |  |  | — |
Intangibles | 13.6 |  |  | 16.4 |  |  |  |  |  |  | 2.2 |  |  | 18.6 |
Goodwill | 7.2 |  |  | 13.3 |  |  |  |  |  |  | 1.3 |  |  | 14.6 |
Other non-current assets | 0.2 |  |  | 0.2 |  |  |  |  |  |  | — |  |  | 0.2 |
Accounts payable and other current liabilities | (0.9) |  |  | (2.1) |  |  |  |  |  |  | — |  |  | (2.1) |
Fair value of assets acquired and purchase price | 24.9 |  |  | 38.6 |  |  |  |  |  |  | 4.7 |  |  | 43.3 |
Less seller obligations | 2.2 |  |  | 2.7 |  |  |  |  |  |  | 0.4 |  |  | 3.1 |
Cash paid | $ | 22.7 |  |  | $ | 35.9 |  |  |  |  |  |  | $ | 4.3 |  |  | $ | 40.2 |
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, 2023 is deemed to be within the measurement period and its purchase price considered preliminary. 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, 2024 and 2023 due to adjustments to goodwill for the allocation of certain acquisitions still under measurement as well as intangible impairment charges and other immaterial intangible assets added during the ordinary course of business. One immaterial acquisition had its respective goodwill assigned to Other during the six months ended June 30, 2024. All other acquisitions during the six months ended June 30, 2024 and 2023 had their respective goodwill assigned to our Installation operating segment. Estimates of acquired intangible assets related to the acquisitions are as follows (in millions):
| For the six months ended June 30,
| 2024 |  | 2023
Acquired intangibles assets | Estimated Fair Value |  | Weighted Average Estimated Useful Life (yrs.) |  | Estimated Fair Value |  | Weighted Average Estimated Useful Life (yrs.)
Customer relationships | $ | 9.4 |  |  | 12 |  | $ | 11.7 |  |  | 12
Trademarks and tradenames | 3.3 |  |  | 15 |  | 5.7 |  |  | 15
Non-competition agreements | 0.9 |  |  | 5 |  | 0.4 |  |  | 5
Backlog | — |  |  | 0 |  | 0.8 |  |  | 1
Pro Forma Information The unaudited pro forma information for the combined results of the Company has been prepared as if the 2024 acquisitions had taken place on January 1, 2023 and the 2023 acquisitions had taken place on January 1, 2022. 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, 2023 and 2022, respectively, and the unaudited pro forma information does not purport to be indicative of future financial operating results (in millions, except per share data):
| Unaudited pro forma for the three months ended June 30, |  | Unaudited pro forma for the six months ended June 30,
| 2024 |  | 2023 |  | 2024 |  | 2023
Net revenue | $ | 741.3 |  |  | $ | 707.8 |  |  | $ | 1,440.4 |  |  | $ | 1,391.0 |
Net income | 65.3 |  |  | 62.6 |  |  | 121.4 |  |  | 113.2 |
Basic net income per share | 2.32 |  |  | 2.22 |  |  | 4.31 |  |  | 4.02 |
Diluted net income per share | 2.31 |  |  | 2.21 |  |  | 4.28 |  |  | 4.00 |
Unaudited pro forma net income reflects additional intangible asset amortization expense of approximately $0.2 million and $0.5 million for the three months ended June 30, 2024 and 2023, respectively, and $0.4 million and $1.5 million for the six months ended June 30, 2024 and 2023, respectively, as well as additional income tax expense of approximately $23 thousand and $0.3 million for the three months ended June 30, 2024 and 2023, respectively, and $0.1 million and $0.8 million for the six months ended June 30, 2024 and 2023, respectively, that would have been recorded had the 2024 acquisitions taken place on January 1, 2023 and the 2023 acquisitions taken place on January 1, 2022.

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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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