XML 28 R13.htm IDEA: XBRL DOCUMENT
v3.25.0.1

Business Combinations | 12 Months Ended
--- | ---
Dec. 31, 2024
Business Combinations [Abstract] |
Business Combinations | 3. Business Combinations During 2024 we completed a number of acquisitions for a combined $345.4 million purchase price, net of cash acquired, including the acquisitions of (i) Quality Door & Millwork, Inc. (“Quality Door”), (ii) Hanson Truss Components, Inc. (“Hanson Truss”), (iii) RPM Wood Products, Inc. (“RPM”), (iv) Schoeneman Bros. Company (“Schoeneman”), (v) TRSMI, LLC (“TRSMI”), (vi) Western Truss & Components (“Western Truss”), (vii) CRi SoCal (“CRi”), (viii) Wyoming Millwork Co. (“Wyoming Millwork”), (ix) Sunrise Wood Designs, LLC (“Sunrise Wood Designs”), (x) Reno Truss, Inc. (“Reno Truss”), (xi) High Mountain Door and Trim, Inc. (“High Mountain”), (xii) Douglas Lumber, Kitchens and Home Center (“Douglas Lumber”), and (xiii) Kleet Lumber (“Kleet Lumber”). Quality Door is a millwork distributor, serving Idaho markets in the Boise and Idaho Falls areas. Hanson Truss produces trusses, serving the areas of northern California and western Nevada. RPM provides a diverse product mix of lumber, windows, doors, millwork and trusses in northeastern Florida. Schoeneman manufacturers trusses and provides building materials and products to eastern South Dakota, and western Iowa. TRSMI manufactures and distributes trusses around the Detroit, Michigan area. Western Truss manufactures roof and floor trusses, serving central Arizona. CRi installs windows and doors in the southern California area. Wyoming Millwork serves custom and semi-custom builders with lumber and lumber sheet goods, windows, doors, millwork, trusses and other building products in Delaware. Sunrise Wood Designs is a custom cabinet manufacturer and installer to production and custom builders in North Texas. Reno Truss is a manufacturer and distributor of roof and floor trusses to single-family and multi-family markets in the Nevada area. High Mountain distributes and installs doors, windows and millwork to single-family and multi-family markets in the northern Nevada area. Douglas Lumber provides building materials to Rhode Island, Massachusetts and Connecticut, while Kleet Lumber provides lumber and building materials in the Long Island area. During 2023 we completed a number of acquisitions for a combined $252.5 million purchase price, net of cash acquired, including the acquisitions of (i) Noltex Truss and its affiliates (“Noltex”), (ii) Builders Millwork and Supply, Inc. (“BMS”) (iii) J.B. Millworks, LLC (“JBM”), (iv) Church and Church, Inc. (“Church’s”), (v) Franks Cash and Carry, Inc. (“FCC”), (vi) Standale Lumber, LLC and Granville Lumber Co., LLC (“Standale”), and (vii) Encore Performance, LLC (“Encore”). These acquisitions further expanded our market footprint and provide additional operations in our value-added product categories and our multi-family customer segment. Each of these acquisitions were funded with a combination of cash on hand and borrowings under our Revolving Facility. These transactions were accounted for using 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 financial information for the acquisitions discussed above for 2024 and 2023 are not presented as these acquisitions did not have a material impact on our results of operations, individually or in the aggregate for each respective period. The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the years ended December 31, 2024, and 2023:
|  | Total Acquisitions |
|  | 2024 |  |  | 2023 |
|  | (in thousands) |
Cash and cash equivalents |  | $ | 9,730 |  |  | $ | — |
Accounts receivable |  |  | 39,749 |  |  |  | 25,751 |
Other receivables |  |  | 127 |  |  |  | — |
Inventories |  |  | 35,585 |  |  |  | 36,789 |
Contract assets |  |  | 454 |  |  |  | — |
Other current assets |  |  | 426 |  |  |  | 70 |
Property, plant and equipment |  |  | 55,385 |  |  |  | 15,053 |
Operating lease right-of-use assets |  |  | 19,183 |  |  |  | 20,449 |
Finance lease right-of-use assets |  |  | — |  |  |  | 528 |
Intangible assets |  |  | 110,848 |  |  |  | 82,942 |
Other assets |  |  | 134 |  |  |  | 138 |
Total assets |  |  | 271,621 |  |  |  | 181,720 |
Accounts payable |  |  | 8,842 |  |  |  | 3,122 |
Accrued liabilities |  |  | 9,138 |  |  |  | 1,985 |
Contract liabilities |  |  | 1,244 |  |  |  | 2,868 |
Operating lease liabilities |  |  | 19,183 |  |  |  | 20,449 |
Finance lease liabilities |  |  | — |  |  |  | 528 |
Total liabilities |  |  | 38,407 |  |  |  | 28,952 |
Goodwill |  |  | 121,948 |  |  |  | 99,702 |
Total purchase consideration |  |  | 355,162 |  |  |  | 252,470 |
Accrued contingent consideration and purchase price adjustments |  |  | (8,974 | ) |  |  | (13,797 | )
Less: cash acquired |  |  | (9,730 | ) |  |  | — |
Total cash consideration |  | $ | 336,458 |  |  | $ | 238,673 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration