Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

v3.22.2
Business Combinations
6 Months Ended
Jun. 30, 2022
Business Combinations  
Business Combinations

13. BUSINESS COMBINATIONS

Acquiring businesses is a key part of our ongoing strategy to grow our company and expand our market share.  Each acquisition has been accounted for as a business combination under ASC 805, “Business Combinations.”  Acquisition related costs for the six months ended June 30, 2022 and 2021 were $1.3 million and $0.7 million, respectively. Acquisition related costs are included in selling, general, and administrative expense in our condensed consolidated statements of operations.

The table below provides a summary as of June 30, 2022 for the businesses acquired during the six months ended June 30, 2022:

2022 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

Southwest

1/12/2022

$

300

$

$

300

$

215

Billings

2/3/2022

7,005

7,005

3,313

Green Energy

3/31/2022

1,200

1,200

504

Assured

4/7/2022

4,719

500

5,219

3,451

Total

$

13,224

$

500

$

13,724

$

7,483

The table below provides a summary as of June 30, 2022 for the businesses acquired during the six months ended June 30, 2021:

2021 Acquisitions

Date

    

Cash Paid

Contingent Consideration

Total Purchase Price

Goodwill Acquired

LCR

1/20/2021

$

53,700

53,700

19,500

ABS

4/5/2021

124,348

124,348

54,229

All others

Various

15,716

15,716

6,223

Total

$

193,764

$

$

193,764

$

79,952

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. To that note, during the six months ended June 30, 2022, DI’s goodwill increased by $8.9 million primarily as a result of purchase price adjustments to acquisition date sales and use tax liabilities, net working capital adjustments, and true-ups to supplier rebate receivables.  

Primarily all of the $7.5 million and $80.0 million of goodwill recorded from acquisitions completed in the six months ended June 30, 2022 and 2021, respectively, is expected to be deductible for income tax purposes.