XML 25 R11.htm IDEA: XBRL DOCUMENT v3.22.1
Acquisitions
3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

The Company has not provided pro forma results of operations for the transactions below, as the transactions individually and in the aggregate are not material to the Company. The results of operations for these transactions are included in the Company’s condensed consolidated statements of operations from the date of the acquisition.

Midway

On November 1, 2021, the Company acquired 100% of the equity interests of Midway Sales & Distributing, Inc. ("Midway"), a leading Midwest distributor of residential and commercial exterior building and roofing supplies with 10 branches across Kansas, Missouri and Nebraska and annual sales of approximately $130 million prior to the acquisition.

The Company recorded the acquired assets and assumed liabilities related to this transaction at their estimated acquisition date fair values, which resulted in $28.7 million of goodwill (all of which is deductible for tax purposes) and $38.5 million of intangible assets based on our provisional estimate of the fair value of assets acquired and liabilities assumed as of March 31, 2022. Total transaction costs incurred by the Company were $0.4 million for the three months ended December 31, 2021.

Crabtree

On January 1, 2022, the Company purchased 100% of the equity interests in Crabtree Siding and Supply (“Crabtree”), a wholesale distributor of residential exterior building materials, including a broad offering of complementary products, to contractors and homebuilder customers and annual sales of approximately $1 million prior to the acquisition.

The Company recorded the acquired assets and assumed liabilities related to this transaction at their estimated acquisition date fair values, which resulted in $0.2 million of goodwill (all of which is deductible for tax purposes ). Total transaction costs incurred by the Company were not material for the three months ended March 31, 2022.

Lowry’s

In connection with our May 1, 2017 acquisition of Lowry’s Inc., the Company recorded an indemnity holdback liability, which was remeasured to fair value at each reporting period until the contingency was resolved. During the three months ended March 31, 2022, the contingency was resolved and the Company released the indemnity holdback liability, resulting in a gain of $0.9 million, which is included as a component of selling, general and administrative expense within the condensed consolidated statements of operations.