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Business Acquisitions
12 Months Ended
Apr. 30, 2017
Business Acquisitions  
Business Acquisitions

2. Business Acquisitions

         The Company operates in a highly fragmented industry. A key component of the Company's strategy is growth through acquisition that expands its geographic coverage, provides complementary lines of business and increases its market share.

         The Company has accounted for all business combinations using the purchase method to record a new cost basis for the assets acquired and liabilities assumed. The Company recorded, based on purchase price allocations, intangible assets representing customer relationships, tradenames, and excess of purchase price over the estimated fair values of the net assets acquired as "Goodwill" in the accompanying Consolidated Financial Statements. The goodwill is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence, and is all attributed to our one operating reportable segments. The results of operations are reflected in the Consolidated Financial Statements of the Company from the date of acquisition.

(a)   2017 Acquisitions

         In fiscal 2017, the Company completed the following acquisitions, with an aggregate purchase price of $153,676, comprised of $148,705 of cash consideration and $4,971 of consideration related to working capital settlements and contingent consideration, subject to finalization of working capital settlement amounts. In connection with these acquisitions, the Company incurred transaction costs of $2,160 in the year ended April 30, 2017. These costs are included in "Selling, general and administrative" expenses in the Company's accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The purpose of these acquisitions was to expand the geographical coverage of the Company and grow the business.

                                                                                                                                                                                    

Company name

 

Form of acquisition

 

Date of acquisition

Wall & Ceiling Supply Co., Inc. 

 

Purchase of net assets

 

May 2, 2016

Rockwise, LLC

 

Purchase of net assets

 

July 5, 2016

Steven F. Kempf Building Materials, Inc. 

 

Purchase of net assets

 

August 29, 2016

Olympia Building Supplies, LLC/Redmill, Inc. 

 

Purchase of 100% of outstanding common stock

 

September 1, 2016

United Building Materials, Inc. 

 

Purchase of net assets

 

October 3, 2016

Ryan Building Materials, Inc. 

 

Purchase of net assets

 

October 31, 2016

Interior Products Supply

 

Purchase of net assets

 

December 5, 2016

Hawaii-based distribution assets of Grabber Construction Products

 

Purchase of net assets

 

February 1, 2017

         The preliminary allocation of consideration for these acquisitions is summarized as follows:

                                                                                                                                                                                    

 

 

Preliminary
purchase price
allocation
April 30, 2017

 

Cash and cash equivalents

 

$

1,558

 

Trade accounts and notes receivable

 

 

37,691

 

Inventories

 

 

16,504

 

Property and equipment

 

 

8,357

 

Other assets

 

 

657

 

Tradenames

 

 

9,490

 

Customer relationships

 

 

64,660

 

Goodwill

 

 

37,728

 

Deferred tax liability

 

 

(6,011

)

Liabilities assumed

 

 

(16,958

)

​  

​  

Purchase price

 

$

153,676

 

​  

​  

​  

​  

         Goodwill of $25,510 and other intangible assets of $53,550 are expected to be deductible for U.S. federal income tax purposes. Goodwill of $12,218 and other intangibles of $20,600 are nondeductible for U.S. federal income tax purposes. The Company believes that information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize those fair values, specifically, the finalization of working capital settlements. Thus, the provisional measurements of fair value set forth above are preliminary. Such changes are not expected to be significant. The Company expects to complete the purchase price allocation as soon as practicable, but no later than one year from the applicable acquisition date. The pro forma impact of these acquisitions is not presented as it is not considered material to our Consolidated Financial Statements.

(b)   2016 Acquisitions

         In fiscal 2016, the Company completed the following acquisitions, with an aggregate purchase price of $117,181, comprised of $114,812 net of cash consideration and $2,369 of consideration related to working capital settlements and contingent consideration, subject to finalization of working capital settlement amounts. In connection with these acquisitions, the Company incurred transaction costs of $2,056 in the year ended April 30, 2016. These costs are included in "Selling, general and administrative" expenses in the Company's accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The purpose of these acquisitions was to expand the geographical coverage of the Company and grow the business.

                                                                                                                                                                                    

Company name

 

Form of acquisition

 

Date of acquisition

Tri-Cities Drywall & Supply Co. 

 

Purchase of net assets

 

September 29, 2015

Badgerland Supply, Inc. 

 

Purchase of net assets

 

November 2, 2015

Hathaway & Sons, Inc. 

 

Purchase of net assets

 

November 9, 2015

Gypsum Supply Company

 

Purchase of 100% of outstanding common stock

 

January 1, 2016

Robert N. Karpp Co., Inc. 

 

Purchase of net assets

 

February 1, 2016

Professional Handling & Distribution, Inc. 

 

Purchase of net assets

 

February 1, 2016

M.R. Lee Building Materials, Inc. 

 

Purchase of net assets

 

April 4, 2016

         The allocation of consideration for these acquisitions is summarized as follows:

                                                                                                                                                                                    

 

 

Preliminary
purchase price
allocation
April 30, 2016

 

Adjustments/
Reclassifications

 

Final purchase
price allocation
April 30, 2017

 

Cash and cash equivalents

 

$

956

 

$

(3

)

$

953

 

Trade accounts and notes receivable

 

 

26,707

 

 

281

 

 

26,988

 

Inventories

 

 

17,543

 

 

160

 

 

17,703

 

Property and equipment

 

 

9,236

 

 

 

 

9,236

 

Other assets

 

 

808

 

 

 

 

808

 

Tradenames

 

 

12,500

 

 

 

 

12,500

 

Below market leases

 

 

2,020

 

 

 

 

2,020

 

Customer relationships

 

 

29,055

 

 

 

 

29,055

 

Goodwill

 

 

38,833

 

 

(434

)

 

38,399

 

Deferred tax liability

 

 

(6,676

)

 

 

 

(6,676

)

Liabilities assumed

 

 

(13,804

)

 

(1

)

 

(13,805

)

​  

​  

​  

​  

​  

​  

Purchase price

 

$

117,178

 

$

3

 

$

117,181

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

         During fiscal 2017, the Company finalized the purchase price allocations. Goodwill of $13,357 and other intangible assets of $26,335 are expected to be deductible for U.S. federal income tax purposes. Goodwill of $25,042 and other intangibles of $17,240 are nondeductible for U.S. federal income tax purposes. The pro forma impact of these acquisitions is not presented as it is not considered material to our Consolidated Financial Statements.

(c)   2015 Acquisitions

         In fiscal 2015, the Company completed the following acquisitions, with an aggregate purchase price of $72,208, comprised of $69,168 net of cash consideration and $3,040 of contingent consideration. In connection with these acquisitions, the Company incurred transaction costs of $12 and $945 in the years ended April 30, 2016 and 2015, respectively. These costs are included in "Selling, general and administrative" expenses in the Company's accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The purpose of these acquisitions was to expand the geographical coverage of the Company and grow the business.

                                                                                                                                                                                    

Company name

 

Form of acquisition

 

Date of acquisition

Contractors' Choice Supply, Inc. 

 

Purchase of net assets

 

August 1, 2014

Drywall Supply, Inc. 

 

Purchase of net assets

 

October 1, 2014

Allsouth Drywall Supply Company

 

Purchase of net assets

 

November 24, 2014

Serrano Supply, Inc. 

 

Purchase of net assets

 

February 2, 2015

Ohio Valley Building Products, LLC

 

Purchase of net assets

 

February 16, 2015

J&B Materials, Inc. 

 

Purchase of net assets

 

March 16, 2015

         The final allocation of consideration for these acquisitions is summarized as follows:

                                                                                                                                                                                    

 

 

Final
purchase price
allocation

 

Trade accounts and notes receivable

 

$

15,066

 

Inventories

 

 

8,760

 

Property and equipment

 

 

5,116

 

Other assets

 

 

76

 

Tradenames

 

 

3,260

 

Customer relationships

 

 

30,840

 

Goodwill

 

 

20,337

 

Liabilities assumed

 

 

(11,247

)

​  

​  

Purchase price

 

$

72,208

 

​  

​  

​  

​  

         During fiscal 2016, the Company finalized the purchase price allocations. Goodwill of $20,337 and other intangible assets of $34,100 are expected to be deductible for U.S. federal income tax purposes. The pro forma impact of these acquisitions is not presented as it is not considered material to our Consolidated Financial Statements.