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Acquisitions | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS During the quarter ended March 31, 2025, the Company acquired three businesses in separate transactions all of which were funded with cash on hand. One acquired business is included within the Company's Agtech segment and the other acquired businesses are included in the Company's Residential segment. On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc. ("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets. The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment. The purchase consideration for this acquisition was $118.0 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement. On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined preliminary purchase consideration of $90.2 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements. The purchase price for these acquisitions were preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisitions. Goodwill recognized in these acquisitions are primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively. Due to the timing of these acquisitions, we continue to gather information supporting the acquired assets and assumed liabilities. Accordingly, all amounts recorded are provisional. These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition dates that, if known, would have affected the measurement of the amounts recognized as of that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of acquisitions. The final values may also result in changes to depreciation and amortization expense related to certain assets such as property, plant and equipment and acquired intangible assets. For the acquisition of Lane Supply, the preliminary excess consideration was recorded as goodwill and approximated $38.3 million, none of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026. The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Cash | $ | 2,671 |
Working capital | 20,481 |
Property, plant and equipment | 6,707 |
Acquired intangible assets | 67,100 |
Other assets | 671 |
Other liabilities | (17,951) |
Goodwill | 38,300 |
Fair value of purchase consideration | $ | 117,979 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 6,800 |  |  | 20 years
Customer relationships | 55,000 |  |  | 15 years
Backlog | 5,300 |  |  | Less than 1 year
Total | $ | 67,100 |  |  |
For the acquisition of the two metal roofing businesses, the preliminary excess consideration was recorded as goodwill and approximated $48.3 million, all of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026. The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisitions (in thousands):
Cash | $ | 2,328 |
Working capital | 10,740 |
Property, plant and equipment | 4,918 |
Acquired intangible assets | 22,340 |
Other assets | 9,330 |
Other liabilities | (7,815) |
Goodwill | 48,327 |
Fair value of purchase consideration | $ | 90,168 |
The intangible assets acquired in these acquisitions consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 3,870 |  |  | 5 -11 years
Customer relationships | 18,470 |  |  | 9 - 10 years
Total | $ | 22,340 |  |  |
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. Since the acquisition dates of Lane Supply and the two privately held businesses through June 30, 2025, these acquisitions contributed approximately $65.3 million in net sales to the Company's consolidated statements of income. The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $0.5 million and $3.1 million for the three and six months ended June 30, 2025, respectively. No acquisition costs were incurred in the three and six months ended June 30, 2024, respectively. Pro Forma Information (Unaudited) The results of Lane Supply (from January 1, 2025 through February 10, 2025) and the two privately held businesses (from January 1, 2025 and March 31, 2025) have not been included in the Company's consolidated statements of income as the Company acquired Lane Supply on February 11, 2025 and the two privately held businesses on March 31, 2025. The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and six months ended June 30, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands):
| Three Months Ended June 30, |  | Six Months Ended June 30,
| 2025 |  | 2024 |  | 2025 |  | 2024
Net sales | $ | 309,517 |  |  | $ | 318,994 |  |  | $ | 578,937 |  |  | $ | 597,479 |
Operating income | 42,151 |  |  | 43,612 |  |  | 74,899 |  |  | 73,765 |
These pro forma amounts have been compiled by adding the historical results of these businesses to the results of the Company after applying accounting policies and pro forma adjustments primarily for amortization that would have been charged assuming the preliminary fair value adjustments to intangible assets had been applied from January 1, 2024. The pro forma financial information is not necessarily indicative of the results of continuing operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.

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- 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
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