Business Combinations (Tables)
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3 Months Ended |
Mar. 31, 2023 |
Business Combination and Asset Acquisition [Abstract] |
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Schedule of Business Combinations |
For the three months ended March 31, 2023 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended March 31, 2023 | | | 2023 Acquisitions | | Date | | Acquisition Type | | Cash Paid | | Seller Obligations | | Total Purchase Price | | Revenue | | Net Income | | | | | Anchor | | 3/12/2023 | | Share | | $ | 35,928 | | | $ | 1,000 | | | $ | 36,928 | | | $ | 2,193 | | | $ | 51 | | | | | | Other | | 2/13/2023 | | Asset | | 2,090 | | | 131 | | | 2,221 | | | 444 | | | 15 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 38,018 | | | $ | 1,131 | | | $ | 39,149 | | | $ | 2,637 | | | $ | 66 | | | | | |
For the three months ended March 31, 2022 (in thousands): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended March 31, 2022 | | | 2022 Acquisitions | | Date | | Acquisition Type | | Cash Paid | | Seller Obligations | | Total Purchase Price | | Revenue | | Net Income | | | | | Other | | 03/01/2022 | | Share | | $ | 8,050 | | | $ | 1,878 | | | $ | 9,928 | | | $ | 915 | | | $ | 97 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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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): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three months ended March 31, 2023 | | Three months ended March 31, 2022 | | Anchor | | | | | | Other | | Total | | Other | Estimated fair values: | | | | | | | | | | | | Cash | $ | 10 | | | | | | | $ | — | | | $ | 10 | | | $ | 87 | | Accounts receivable | 3,661 | | | | | | | — | | | 3,661 | | | 772 | | Inventories | 1,527 | | | | | | | 64 | | | 1,591 | | | 684 | | Other current assets | 1,732 | | | | | | | — | | | 1,732 | | | 21 | | Property and equipment | 2,428 | | | | | | | 381 | | | 2,809 | | | 1,049 | | Operating lease right-of-use asset | — | | | | | | | 28 | | | 28 | | | — | | Intangibles | 16,420 | | | | | | | 1,120 | | | 17,540 | | | 4,634 | | Goodwill | 12,870 | | | | | | | 670 | | | 13,540 | | | 2,743 | | Other non-current assets | 184 | | | | | | | 13 | | | 197 | | | 7 | | Accounts payable and other current liabilities | (1,904) | | | | | | | (46) | | | (1,950) | | | (69) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Other long-term liabilities | — | | | | | | | (9) | | | (9) | | | — | | Fair value of assets acquired and purchase price | 36,928 | | | | | | | 2,221 | | | 39,149 | | | 9,928 | | Less seller obligations | 1,000 | | | | | | | 131 | | | 1,131 | | | 1,878 | | Cash paid | $ | 35,928 | | | | | | | $ | 2,090 | | | $ | 38,018 | | | $ | 8,050 | |
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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, | | 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 | $ | 10,969 | | | 12 | | $ | 3,125 | | | 12 | Trademarks and tradenames | 5,466 | | | 15 | | 1,136 | | | 15 | Non-competition agreements | 285 | | | 5 | | 374 | | | 5 | Backlog | 820 | | | 1 | | — | | | 0 |
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Pro Forma Results of Operations |
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 March 31, | | | | | | | | | | | | | 2023 | | 2022 | | | | | | | | | | | | | | | | Net revenue | $ | 667,915 | | | $ | 623,603 | | | | | | | | | | | | | | | | | Net income | 49,590 | | | 34,974 | | | | | | | | | | | | | | | | | Basic net income per share | 1.77 | | | 1.19 | | | | | | | | | | | | | | | | | Diluted net income per share | 1.75 | | | 1.18 | | | | | | | | | | | | | | | | |
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