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Business Combinations
6 Months Ended
Jun. 30, 2025
Business Combinations [Abstract]  
Business Combinations

2. Business Combinations

During the first six months of 2025, we completed the acquisitions of Alpine Lumber Company (“Alpine Lumber”), O.C. Cluss Lumber Company (“Cluss Lumber”) and Truckee Tahoe Lumber (“Truckee Tahoe”) for a combined total of approximately $891.9 million, net of cash acquired. Alpine Lumber was the largest independently operated supplier of building materials in Colorado and northern New Mexico. Alpine Lumber serves the Colorado Front Range, western Colorado and northern New Mexico, providing a broad product range which includes prefabricated trusses and wall panels, and millwork. Cluss Lumber is a supplier of lumber and building materials to southwestern Pennsylvania, western Maryland and northern West Virginia. Truckee Tahoe is a supplier of lumber and building materials in the northern California and northwestern Nevada markets.

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.

The acquisitions were funded with a combination of cash on hand and borrowings under our $2.2 billion revolving credit facility due May 20, 2030 (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.

Pro forma financial information for the acquisitions discussed above for 2025 and 2024 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 periods ended June 30, 2025, and June 30, 2024:

 

 

 

Total Acquisitions

 

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Cash and cash equivalents

 

$

2,785

 

 

$

843

 

Accounts receivable

 

 

48,378

 

 

 

11,573

 

Other receivables

 

 

6,842

 

 

 

 

Inventories

 

 

66,244

 

 

 

12,207

 

Other current assets

 

 

766

 

 

 

105

 

Property, plant and equipment

 

 

192,131

 

 

 

33,312

 

Operating lease right-of-use assets

 

 

11,646

 

 

 

3,737

 

Finance lease right-of-use assets

 

 

286

 

 

 

 

Intangible assets

 

 

305,986

 

 

 

37,705

 

Other assets

 

 

262

 

 

 

 

Total assets

 

 

635,326

 

 

 

99,482

 

 

 

 

 

 

 

 

Accounts payable

 

 

14,512

 

 

 

1,148

 

Accrued liabilities

 

 

18,196

 

 

 

2,437

 

Contract liabilities

 

 

6,380

 

 

 

104

 

Operating lease liabilities

 

 

11,646

 

 

 

3,737

 

Finance lease liabilities

 

 

286

 

 

 

 

Total liabilities

 

 

51,020

 

 

 

7,426

 

 

 

 

 

 

 

 

Goodwill

 

 

310,349

 

 

 

41,677

 

Total purchase consideration

 

 

894,655

 

 

 

133,733

 

Accrued contingent consideration and purchase price adjustments

 

 

(6,344

)

 

 

28

 

Less: cash acquired

 

 

(2,785

)

 

 

(843

)

Total cash consideration

 

$

885,526

 

 

$

132,918