Business Combinations |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combinations | 11. BUSINESS COMBINATIONS Acquiring businesses is a key part of our ongoing strategy to grow our company and expand our offerings. Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.” Acquisition related costs were $1.4 million and $0.3 million in the three months ended March 31, 2026 and 2025, respectively. Acquisition related costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations. 2026 Acquisitions On February 2, 2026, we acquired the assets of Applied Coatings and Upstate Spray Foam. These companies primarily install spray foam and fireproofing for the residential and commercial end markets in upstate New York, Pennsylvania and Massachusetts. The combined purchase price of approximately $27.5 million was funded by cash on hand and we recognized $15.0 million of goodwill in connection with their acquisition. Customer relationships related to the acquisitions completed in the three months ended March 31, 2026, were assigned a total fair value of $8.3 million and are being amortized over their useful lives of 12 years. As third-party or internal valuations are finalized, certain tax aspects of the foregoing transactions are completed, and customer post-closing reviews are concluded, adjustments may be made to the fair value of assets acquired, and in some cases total purchase price, through the end of each measurement period, generally one year following the applicable acquisition date. See Note 4 – Goodwill and Other Intangibles for disclosure of measurement period adjustments. Goodwill to be recognized in connection with acquisitions is attributable to the synergies expected to be realized and improvements in the businesses after the acquisitions. Primarily all of the $15.0 million of goodwill recorded on the acquisition of Applied Coatings and Upstate Spray Foam completed in the three months ended March 31, 2026, is expected to be deductible for income tax purposes. 2025 Acquisitions On April 7, 2025, we acquired the assets of the residential and commercial insulation business Seal-Rite. This Installation Services acquisition enhances our presence in the Omaha and Lincoln, Nebraska markets. The purchase price of approximately $23.0 million was funded by cash on hand and we recognized $12.5 million of goodwill in connection with this acquisition. On July 14, 2025, we acquired Progressive, a leader in commercial roofing installation and roof maintenance services based in Phoenix, Arizona. The purchase price of approximately $818.2 million was funded by the $250.0 million delayed draw term facility that we borrowed on July 11, 2025, and cash on hand. We recognized $442.3 million of goodwill in connection with this acquisition. On September 15, 2025, we acquired the assets of Insulation Fabrics, which sells safety materials and uniforms to the domestic insulation market. The purchase price of approximately $9.4 million was funded by cash on hand and we recognized $5.1 million of goodwill in connection with this acquisition. On October 7, 2025, we acquired SPI, a leading specialty distributor and fabricator of mechanical insulation solutions for the commercial, industrial and residential end markets in North America. The purchase price of approximately $1.0 billion was funded with cash on hand, including proceeds from our 5.625% Senior Notes issuance, and we recognized $438.0 million of goodwill in connection with this acquisition. On October 20, 2025, we acquired the assets of Diamond Doors, which fabricates and assembles insulated knock-down steel door systems for commercial and industrial metal buildings with locations in Georgia and Indiana. The purchase price of approximately $70.3 million was funded by cash on hand and we recognized $40.4 million of goodwill in connection with this acquisition. On October 31, 2025, we acquired the assets of Performance Insulation Fabricators, which distributes and fabricates mechanical insulation for the commercial and industrial end markets. The purchase price of approximately $6.7 million was funded by cash on hand and we recognized $3.4 million of goodwill in connection with this acquisition. On November 24, 2025, we acquired the assets of L&L Insulation, a residential fiberglass and spray foam insulation installation business serving the northern Colorado and southern Wyoming regions. The purchase price of approximately $4.5 million was funded by cash on hand and we recognized $2.8 million of goodwill in connection with this acquisition. The estimated fair values of the assets acquired and liabilities assumed for our 2025 acquisitions are as follows as of March 31, 2026, in thousands:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||