Business Combinations

3 Months Ended

Mar. 31, 2023

2. Business Combinations

On February 1, 2023, we acquired certain assets and operations of Noltex Holdings, Inc. and affiliates (“Noltex”) for $84.6 million. Noltex manufactures trusses and provides building components to the single and multi-family markets, serving Texas markets in the Dallas-Fort Worth, San Antonio, Houston, Lubbock, and Midland areas.

The acquisition was funded with a combination of cash on hand and borrowings under our $1.8 billion revolving credit facility due January 17, 2028 (the “Revolving Facility”). The transaction was accounted for by the acquisition method, and accordingly the results of operations have been included in the Company’s consolidated financial statements from the acquisition date. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. Pro forma results of operations as well as net sales and income attributable to the acquisition discussed above are not presented as this acquisition did not have a material impact on our results of operations.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for the acquisition described above:


	Total
	(in thousands)
Inventories	$	11,712
Property, plant and equipment		8,021
Operating lease right-of-use assets		4,438
Finance lease right-of-use assets		528
Goodwill		38,501
Intangible assets		26,700
Other assets		126
Total assets	$	90,026

Contract liabilities	$	490
Operating lease liabilities		4,438
Finance lease liabilities		528
Total liabilities	$	5,456

Total purchase consideration		84,570
Less: accrued contingent consideration and purchase price adjustments		(5,600	)
Total cash consideration	$	78,970