Installed Building Products, Inc. (NYSE:IBP) Files An 8-K Financial Statements and Exhibits
Item 9.01 of this Form 8-K/A.
| Item2.01 |
Completion of Acquisition or Disposition of Assets. |
On January5, 2017,
we consummated our previously announced acquisition (the
Acquisition) of all of the outstanding shares of (i)Trilok
Industries, Inc. (Trilok), (ii) Alpha Insulation Waterproofing,
Inc. (Alpha), and (iii)Alpha Insulation Waterproofing Company
(Alpha Company and together with Trilok and Alpha, the Alpha
Companies). We acquired the Alpha Companies from entities
affiliated with Vikas Verma and Henry Schmueckle to a Share
Purchase Agreement, dated October29, 2016, among (i)EMPER
Holdings, LLC, an indirect wholly owned subsidiary of the
Company, (ii)each of PREEM Holdings I, LLC and PREEM Holdings II,
LLC, (iii)each of Vikas Verma and Henry Schmueckle, (iv)Vikas
Verma in his capacity as the Equityholders representative and
(v)the Company.
Founded in 1982,
the Alpha Companies are headquartered in Atlanta, Georgia and
serve commercial customers through an expanding network of nine
branch locations located in Georgia, Florida, Texas, Tennessee
and North Carolina. The Alpha Companies products include
waterproofing, insulation, fireproofing and fire stopping. The
Alpha Companies service large, long-lead time commercial projects
including office buildings, airports, sports complexes, museums,
hospitals, hotels and educational facilities.
The aggregate
consideration for the Acquisition was $116.7million (the Purchase
Price). We paid $10.9million of the Purchase Price by issuing
282,577 shares of our common stock as adjusted for a
marketability adjustment. Of the remaining amount, we paid
$81.9million in cash and recorded seller obligations totaling
$1.9million. The Purchase Price also includes customary
adjustments for cash and net working capital, earnout
consideration based on the Alpha Companies change in EBITDA from
2015, and a customary holdback. We paid approximately
$21.7million to satisfy these items on March7, 2017. Lastly, we
assumed $0.3million in debt of the Alpha Companies.
| Item9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The following
historical financial statements are filed as Exhibit 99.1 to this
report and incorporated in their entirety herein by
reference:
| 1. |
Audited Combined Balance Sheet of the Alpha Companies as of December31, 2015 and related Statements of Income, Changes in Stockholders Equity and Cash Flows for the year ended December31, 2015, and Unaudited Combined Balance Sheet of the Alpha Companies as of September30, 2016, related Statements of Income and Cash Flows for the nine months ended September30, 2016 and 2015, and related Statement of Changes in Stockholders Equity for the nine months ended September30, 2016. |
| (b) | Pro Forma Financial Statements. |
The following pro
forma financial information is filed as Exhibit 99.2 to this
report and incorporated in its entirety herein by
reference:
| 1. |
Unaudited Pro Forma Condensed Combined Balance Sheet of the Company and the Alpha Companies as of September30, 2016. |
| 2. |
Unaudited Pro Forma Condensed Combined Statement of Operations of the Company and the Alpha Companies for the nine months ended September30, 2016. |
| 3. |
Unaudited Pro Forma Condensed Combined Statement of Operations of the Company and the Alpha Companies for the year ended December31, 2015. |
| (c) | Exhibits. |
|
Exhibit Number |
Description |
|
| 23.1 |
Consent of Crowe Horwath LLP, Independent Auditors of the Alpha Companies |
|
| 99.1 |
Audited Combined Balance Sheet of the Alpha Companies as of December31, 2015 and related Statements of Income, Changes in Stockholders Equity and Cash Flows for the year ended December31, 2015 and Unaudited Combined Balance Sheet of the Alpha Companies as of September30, 2016, related Statements of Income and Cash Flows for the nine months ended September30, 2016 and 2015, and related Statement of Changes in Stockholders Equity for the nine months ended September30, 2016. |
|
| 99.2 |
Unaudited Pro Forma Condensed Combined Balance Sheet of the Company and the Alpha Companies as of September30, 2016, Unaudited Pro Forma Condensed Combined Statements of Operations of the Company and the Alpha Companies for the nine months ended September30, 2016 and for the year ended December31, 2015. |
About Installed Building Products, Inc. (NYSE:IBP)
Installed Building Products, Inc. is a holding company. The Company is a residential insulation installer in the United States. The Company’s national platform consists of over 100 locations accessing customers in approximately 50 continental states and the District of Columbia. The Company also installs complementary building products, including garage doors, rain gutters, shower doors, closet shelving and mirrors, which provide cross-selling opportunities to supplement the insulation installation business. The Company manages various aspects of the installation process for the customers, from the direct purchase and receipt of materials from national manufacturers, to supply of materials to job sites and quality installation. The Company handles various stages of the installation process, including material procurement, project scheduling and logistics, multi-phase professional installation and field quality inspection. Installed Building Products, Inc. (NYSE:IBP) Recent Trading Information
Installed Building Products, Inc. (NYSE:IBP) closed its last trading session up +1.25 at 52.15 with 204,335 shares trading hands.
