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Acquisitions | 3 Months Ended
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Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
ACQUISITIONS | ACQUISITIONS 2026 Acquisition On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax International, LLC ("OmniMax"), a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems. The results of OmniMax have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $1.344 billion, which is subject to customary adjustments provided for in the securities purchase agreement, and was funded using a combination of cash on hand and proceeds from new indebtedness. The purchase price for this acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. 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 acquisition. Goodwill recognized in this acquisition is 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 residential roofing accessories and rainwater management systems markets. Due to the timing of certain adjustments provided for in the purchase agreement as described above, the Company is still collecting information necessary to finalize the purchase consideration. Accordingly, the amount recorded is provisional and may change if additional information is obtained regarding facts and circumstances that existed as of the acquisition date and that would have affected the measurement of the amount recognized at 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 the acquisition. The final value 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 OmniMax, the preliminary excess consideration was recorded as goodwill and approximated $519.0 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 2027. 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 | $ | 5,865 |
Working capital | 114,185 |
Property, plant and equipment | 61,217 |
Acquired intangible assets | 640,000 |
Other assets | 122,517 |
Other liabilities | (119,027) |
Goodwill | 519,029 |
Fair value of purchase consideration | $ | 1,343,786 |
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 110,000 |  |  | 18 years
Customer relationships | 530,000 |  |  | 15 years
Total | $ | 640,000 |  |  |
Since the acquisition date through March 31, 2026, OmniMax contributed approximately $88.9 million in net sales and $2.4 million in operating loss. 2025 Acquisitions During the year ended December 31, 2025, the Company acquired four businesses in separate transactions. One acquired business is included within the Company's Agtech segment and the other three 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, and was funded with cash on hand. 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 purchase consideration of $92.6 million, which includes working capital adjustments and certain other adjustments provided for in the purchase agreements. A portion of the purchase consideration was funded with cash on hand, with the remaining portion payable in 2026. The Company recorded an acquisition payable included in accrued expenses of $8.9 million and $11.3 million as of March 31, 2026 and December 31, 2025, respectively, to reflect this obligation. On July 31, 2025, the Company purchased substantially all the assets of another privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems and roofing accessories. The purchase consideration for this acquisition was $16.0 million, which includes working capital adjustments and certain other adjustments provided for in the asset purchase agreement, and was funded with cash on hand. The purchase price for these acquisitions were allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated 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. Since the respective acquisition dates of the privately held businesses, the Company has recorded measurement-period adjustments, including adjustments as a result of new information obtained about facts and circumstances that existed as of the respective acquisition dates and included an increase of $20.2 million to acquired intangible assets and a corresponding decrease to goodwill. The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations. For the acquisition of Lane Supply, the excess consideration was recorded as goodwill and approximated $38.3 million, none of which is deductible for tax purposes. The 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 | 19,969 |
Property, plant and equipment | 6,707 |
Acquired intangible assets | 66,900 |
Other assets | 671 |
Other liabilities | (17,220) |
Goodwill | 38,281 |
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 | 56,600 |  |  | 15 years
Backlog | 3,500 |  |  | Less than 1 year
Total | $ | 66,900 |  |  |
For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the excess consideration was recorded as goodwill and approximated $42.2 million, all of which is deductible for tax purposes. For the acquisition of the metal roofing business acquired on July 31, 2025, the excess consideration was recorded as goodwill and approximated $8.8 million, all of which is deductible for tax purposes. The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):
Cash | $ | 2,241 |
Working capital | 10,118 |
Property, plant and equipment | 5,094 |
Acquired intangible assets | 38,050 |
Other assets | 10,628 |
Other liabilities | (8,529) |
Goodwill | 50,968 |
Fair value of purchase consideration | $ | 108,570 |
The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):
| Fair Value |  | Weighted-Average Amortization Period
Trademarks | $ | 4,250 |  |  | 5 -11 years
Customer relationships | 33,800 |  |  | 9 - 12 years
Total | $ | 38,050 |  |  |
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. Pro Forma Information (Unaudited) As noted above, during the three months ended March 31, 2026, the Company completed the acquisition of OmniMax, and during the three months ended March 31, 2025, the Company completed the acquisitions of Lane Supply and two privately held metal roofing businesses. Accordingly, the Company's consolidated statements of operations do not include certain periods prior to each acquisition, as described below.
Acquisition |  | Date Acquired |  | Period Not Included:
|  | From | To
OmniMax |  | February 2, 2026 |  | January 1, 2026 | February 1, 2026
Lane Supply |  | February 11, 2025 |  | January 1, 2025 | February 10, 2025
Privately held metal roofing businesses |  | March 31, 2025 |  | January 1, 2025 | March 30, 2025
The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three months ended March 31, 2026 and 2025, assuming the acquisition of OmniMax had been completed on January 1, 2025, and the acquisitions of Lane Supply and the two privately held metal roofing businesses had been completed on January 1, 2024 (in thousands):
| Three Months Ended March 31, |  |
| 2026 |  | 2025 |  |  |  |
Net sales | $ | 393,666 |  |  | $ | 381,099 |  |  |  |  |
Operating income | 24,611 |  |  | 26,460 |  |  |  |  |
These pro forma amounts have been compiled by combining the historical results of these businesses with the results of the Company, after applying applicable accounting policies and pro forma adjustments, primarily for: (i) amortization that would have been recognized assuming preliminary fair value adjustments to intangible assets and fair value step-up of inventory had been applied from January 1, 2025 for OmniMax; (ii) elimination of non-recurring acquisition and related integration costs associated with the OmniMax acquisition; and (iii) amortization that would have been recognized assuming fair value adjustments to intangible assets had been applied from January 1, 2024 for Lane Supply and the two privately held metal roofing businesses. 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. Acquisition-related Costs The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions. The Company also incurred certain acquisition-related costs comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The acquisition-related costs consisted of the following for the three months ended March 31 (in thousands):
| 2026 |  | 2025 |  |  |  |
Cost of sales | $ | 7,100 |  |  | $ | — |  |  |  |  |
Selling, general and administrative costs | 16,722 |  |  | 2,551 |  |  |  |  |
Total acquisition related costs | $ | 23,822 |  |  | $ | 2,551 |  |  |  |  |

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