The Company’s Consolidated Statement of Operations and Comprehensive Income for the year ended April 30, 2025 included $166.8 million of net sales and $2.9 million of net income from acquisitions made in fiscal 2025. The Company recorded transaction costs of $3.9 million, $4.9 million and $2.0 million during the years ended April 30, 2025, 2024 and 2023, respectively.

In fiscal 2025, the Company completed the following acquisitions, with an aggregate purchase price of $238.8 million. The primary purpose of these transactions was to expand the geographical coverage of the Company and grow the business. The impact of these acquisitions was not material to the Company’s Consolidated Financial Statements.

Company Name

Form of Acquisition

Date of Acquisition

Howard & Sons Building Materials, Inc.

Purchase of net assets

May 1, 2024

Yvon (as defined below)

Purchase of 100% of outstanding common stock

July 2, 2024

R.S. Elliott Specialty Supply, Inc.

Purchase of 100% of outstanding common stock

August 26, 2024

On May 1, 2024, the Company acquired Howard & Sons Building Materials, Inc., a distributor of wallboard, steel framing and complementary products from a single location in Pomona, California.

On July 2, 2024, the Company acquired Yvon Building Supply, Inc., Yvon Insulation Corporation, Yvon Insulation Windsor, Laminated Glass Technologies, Inc. and Right Fit Foam Insulation Ltd. (collectively, “Yvon”). Yvon provides drywall, insulation, steel, ceilings and other complementary products and related services, including installed insulation. Yvon operates through seven locations across Greater Toronto and Ontario, Canada. The Company funded this transaction with cash on hand and borrowings under its asset based revolving credit facility (the “ABL Facility”). The Company also entered into contingent consideration arrangements, based on purchase volumes of certain customers, that are payable in cash to the sellers over five years, ranging from zero dollars to a maximum amount of $33.5 million as of the acquisition date ($46.0 million Canadian dollars).

On August 26, 2024, the Company acquired R.S. Elliott Specialty Supply, Inc., a leading regional distributor of stucco, plaster, siding, External Insulation and Finishing Systems (“EIFS”) and related construction supplies, servicing markets across Florida from five locations in Orlando, Wildwood, Tampa, West Palm Beach and Jacksonville. The Company funded this transaction with cash on hand and borrowings under its ABL Facility.

The preliminary estimated fair value of the Yvon contingent consideration payments was determined using a Monte Carlo simulation which accounts for the probabilities of various outcomes. The contingent consideration will be remeasured to fair value each reporting period with changes in fair value recorded in the Consolidated Statements of Operations and Comprehensive Income. See Note 14, “Fair Value Measurements,” for more information on the changes in fair value of contingent consideration.

The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The acquisition accounting is subject to change as the Company obtains additional information during the measurement period about the facts and circumstances that existed as of the acquisition date. The primary areas of the preliminary acquisition accounting that are not yet finalized relate to preliminary fair value estimates, working capital adjustments and residual goodwill.


	Initial Acquisition Accounting		Adjustments		Updated Acquisition Accounting
	(in thousands)
Cash	$	8,414	$	—	$	8,414
Trade accounts and notes receivable	51,721		832		52,553
Inventories	10,731		(185)		10,546
Property and equipment	22,392		—		22,392
Operating lease right-of-use assets and other assets	15,826		636		16,462
Intangible assets	102,563		14,000		116,563
Goodwill	83,217		(12,184)		71,033
Accounts payable and other liabilities	(31,483)		(4,957)		(36,440)
Deferred income taxes	(21,230)		(1,495)		(22,725)
Fair value of consideration transferred	$	242,151	$	(3,353)	$	238,798

Goodwill recognized for acquisitions is attributable to synergies achieved through the streamlining of acquired company operations combined with improved margins attainable through increased market presence. The goodwill is assigned to the Company’s geographic divisions reportable segment. Goodwill of $39.1 million is not expected to be deductible for income tax purposes and goodwill of $31.9 million is expected to be deductible for income tax purposes.

Trade accounts and notes receivable had an estimated fair value of $52.6 million and a gross contractual value of $52.8 million. The difference represented the Company’s best estimate of the contractual cash flows that would not be collected.

In fiscal 2024, the Company completed the following acquisitions, with an aggregate preliminary purchase price of $380.0 million of cash consideration. The purpose of these acquisitions was to expand the geographical coverage of the Company, expand the Company’s complementary product offerings and grow the business.

Company Name

Form of Acquisition

Date of Acquisition

Jawl Lumber Corporation

Purchase of 100% of outstanding common stock

May 1, 2023

AMW Construction Supply, LLC

Purchase of net assets

October 1, 2023

Kamco Supply Corporation and affiliates

Purchase of net assets

March 1, 2024

On May 1, 2023, the Company acquired Jawl Lumber Corporation (“Jawl”), which provides services to the Vancouver Island market in Canada under the Home Lumber and Building Supplies (“Home Lumber”) brand name. Home Lumber is a leading supplier of lumber, engineered wood, doors, framing packages and siding as well as other key complementary building materials in the Vancouver Island market. Home Lumber operates from a single location in Victoria, Canada. The primary purpose of the transaction was to expand the geographical coverage of the Company and grow the business.

On October 1, 2023, the Company acquired AMW Construction Supply, LLC (“AMW”), a tools and fasteners and other complementary products distributor servicing the Phoenix, Arizona metro area. AMW operates from a single location in Phoenix, Arizona. The primary purpose of the transaction was to expand the Company's complementary product offerings and grow the business.

On March 1, 2024, the Company acquired Kamco Supply Corporation and affiliates (“Kamco”), a leading regional supplier of ceilings, wallboard, steel, lumber, and other related construction products. Kamco operates five distribution facilities in the greater New York City area and services the New York metro and tri-state area. The transaction was funded with cash on hand and borrowings under the Company’s revolving credit facility. The primary purpose of the transaction was to expand the geographical coverage of the Company and grow the business.

The assets acquired and liabilities assumed were recognized at their acquisition date fair values. The following table summarizes the acquisition accounting for the Company’s fiscal 2024 acquisitions:


	Initial Acquisition Accounting		Adjustments		Final Acquisition Accounting
	(in thousands)
Cash	$	3,028	$	—	$	3,028
Trade accounts and notes receivable	37,355		154		37,509
Inventories	25,713		37		25,750
Prepaid and other current assets	411		(32)		379
Property and equipment	17,035		—		17,035
Operating lease right-of-use assets	61,703		—		61,703
Customer relationships	124,954		(4,353)		120,601
Trade names	44,064		(664)		43,400
Non-compete agreements	4,600		—		4,600
Goodwill	151,726		3,700		155,426
Accounts payable and accrued expenses	(21,925)		(208)		(22,133)
Operating lease liabilities	(61,703)		—		(61,703)
Deferred income taxes	(6,586)		963		(5,623)
Fair value of consideration transferred	$	380,375	$	(403)	$	379,972

Goodwill recognized is attributable to synergies achieved through the streamlining of operations combined with improved margins attainable through increased market presence and is attributable to the Company’s geographic divisions reportable segment. Goodwill of $17.2 million is not deductible for U.S. federal income tax purposes, and goodwill of $138.2 million is deductible for U.S. federal income tax purposes. The estimated useful life for the customer relationships is 12.1 years, the estimated useful life for the trade names is 15.0 years and the estimated useful lives for the non-competition agreements is 5.0 years.

Trade accounts and notes receivable had an estimated fair value of $37.5 million and a gross contractual value of $38.0 million. The difference represented the Company’s best estimate of the contractual cash flows that would not be collected.

The above pro forma results have been calculated by combining the historical results of the Company, AMW and Kamco as if the acquisitions of AMW and Kamco had occurred on May 1, 2023, the first day of the comparable prior reporting period. The pro forma results include estimates for intangible asset amortization, depreciation, interest expense and income

taxes. The pro forma information is not necessarily indicative of the results that would have been achieved had the transactions occurred on the first day of each of the periods presented or that may be achieved in the future.

In fiscal 2023, the Company completed the following acquisitions, with an aggregate purchase price of $60.5 million of cash consideration. The purpose of these acquisitions was to expand the geographical coverage of the Company, expand the Company’s complementary product offerings and grow the business. The impact of these acquisitions was not material to the Company’s Consolidated Financial Statements.

Company Name

Form of Acquisition

Date of Acquisition

Construction Supply of Southwest Florida, Inc.

Purchase of net assets

June 1, 2022

Tanner Bolt and Nut, Inc.

Purchase of net assets

December 30, 2022

Blair Building Materials, Inc.

Purchase of net assets

April 3, 2023

Engler, Meier and Justus, Inc.

Purchase of 100% of outstanding common stock

April 3, 2023


	Preliminary Acquisition Accounting		Adjustments		Final Acquisition Accounting
	(in thousands)
Trade accounts and notes receivable	$	20,267	$	(959)	$	19,308
Inventories	16,768		54		16,822
Prepaid and other current assets	542		(138)		404
Property and equipment	4,689		—		4,689
Operating lease right-of-use assets	6,894		—		6,894
Customer relationships	14,039		—		14,039
Trade names	4,614		—		4,614
Goodwill	10,697		(822)		9,875
Accounts payable and accrued expenses	(9,091)		—		(9,091)
Operating lease liabilities	(6,894)		—		(6,894)
Deferred income taxes	(793)		609		(184)
Fair value of consideration transferred	$	61,732	$	(1,256)	$	60,476

Goodwill recognized is attributable to expected synergies, increased market presence and the expected value to expand and enhance the Company’s complementary product offerings and is attributable to the Company’s geographic divisions reportable segment. Goodwill of $5.4 million is deductible for U.S. federal income tax purposes. Goodwill of $4.5 million is not deductible for U.S. federal income tax purposes. The weighted average estimated useful life for customer relationships is 9.5 years and the weighted average estimated useful life for trade names is 15.0 years.

Trade accounts and notes receivable had an estimated fair value of $19.3 million and a gross contractual value of $21.0 million. The difference represented the Company’s best estimate of the contractual cash flows that would not be collected.