Business Combinations

6 Months Ended

Jun. 30, 2024

2. Business Combinations

During the first six months of 2024, we completed the acquisitions of Quality Door & Millwork, Inc. (“Quality Door”), Hanson Truss Components, Inc. (“Hanson Truss”), RPM Wood Products, Inc. (“RPM”), Schoeneman Bros. Company (“Schoeneman”) and TRSMI, LLC (“TRSMI”) for a combined total of approximately $132.9 million, net of cash acquired. 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.

During the first six months of 2023, we completed the acquisitions of Noltex Holdings, Inc. and its affiliates (“Noltex”), Builder’s Millwork Supply (“BMS”), and JB Millworks (“JBM”) for a combined total of $96.6 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. BMS and JBM manufacture and supply millwork and trim in the Anchorage, Alaska and Chattanooga, Tennessee areas, respectively.

The acquisitions were 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 transactions were 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 dates. The purchase price was allocated to the assets acquired and liabilities assumed based on estimated fair values at the acquisition dates, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill.

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed for acquisitions during the periods ended June 30, 2024, and June 30, 2023:


	Total Acquisitions
	2024			2023
	(in thousands)
Cash and cash equivalents	$	843		$	—
Accounts receivable		11,573			1,508
Inventories		12,207			13,330
Other current assets		105			28
Property, plant and equipment		33,312			9,071
Operating lease right-of-use assets		3,737			8,356
Finance lease right-of-use assets		—			528
Intangible assets		37,705			30,850
Other assets		—			126
Total assets	$	99,482		$	63,797

Accounts payable	$	1,148		$	—
Accrued liabilities		2,437			60
Contract liabilities		104			1,250
Operating lease liabilities		3,737			8,355
Finance lease liabilities		—			528
Total liabilities	$	7,426		$	10,193

Goodwill		41,677			42,965
Total purchase consideration		133,733			96,569
Accrued contingent consideration and purchase price adjustments		28			(6,010	)
Less: cash acquired		(843	)		—
Total cash consideration	$	132,918		$	90,559