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Acquisitions
6 Months Ended
Jun. 30, 2017
Business Combinations [Abstract]  
Acquisitions
Acquisitions

The Company accounts for its acquisitions under the acquisition method, and accordingly the results of operations of acquired entities are included in the Company’s consolidated financial statements from the acquisition date. The purchase price is allocated to the assets acquired based on estimated fair values at the acquisition date, with the excess of purchase price over the estimated fair value of the net assets acquired recorded as goodwill. Purchase accounting adjustments associated with the intangible asset valuations have been recorded as of June 30, 2017. The fair value of acquired intangible assets, primarily related to customer relationships, was estimated by applying a discounted cash flow model. That measure is based on significant Level 3 inputs not observable in the market. Key assumptions were developed based on the Company’s historical experience, future projections and comparable market data include future cash flows, long-term growth rates, implied royalty rates, attrition rates and discount rates. The purchase price allocations for the acquisitions set forth below are preliminary and subject to adjustment as additional information is obtained about facts and circumstances that existed as of the applicable acquisition date.

Dominion Interior Supply

On January 1, 2017, the Company acquired the operations and certain assets of Dominion Interior Supply Corporation and Dominion Interior Supply of Roanoke LLC (collectively "Dominion Interior Supply") subject to normal working capital adjustments. Dominion Interior Supply was a supplier of suspended ceiling systems to commercial and residential developers in the Virginia and North Carolina areas.
    
Irwin Builders Supply Corporation

On April 3, 2017, the Company acquired the operations and certain assets of the specialty building products division of Irwin Builders Supply Corporation ("Irwin") located in Irwin, Pennsylvania. Irwin was a provider of a broad range of building products including drywall, metal studs, ceiling and wall systems, insulation and other complementary products to the Pennsylvania market.

Trident Distribution

On April 30, 2017, the Company acquired the operations and certain assets of the Atlanta branch of Trident Distribution, a division of Performance Contracting, Inc. ("Trident"). Trident was a distributor of mechanical insulation and related products. Trident offered insulation fabrication services in addition to a full line of commercial and industrial insulation products and accessories supplying mechanical insulation contractors across the Georgia market.

Wallboard, Inc

On May 1, 2017, the Company acquired all of the stock of Wallboard, Inc. ("Wallboard") with two branch locations in the Minneapolis-St. Paul metropolitan area. Wallboard was an independent distributor of wallboard, steel framing, insulation and finishing products primarily servicing the commercial segment as well as the multi-family segment of the residential business.

Gypsum Wallboard Supply, Inc.

On May 1, 2017, the Company acquired the operations and certain assets of Gypsum Wallboard Supply, Inc. ("GWSI") in Tacoma, Washington. GWSI was an independent distributor of specialty building products including wallboard, steel framing, suspended ceiling systems and other complementary products. GWSI primarily serviced the commercial segment as well as the multi-family segment of the residential business in the Seattle metropolitan market.

During the six months ended June 30, 2017, the Company completed five acquisitions. The purchase price of the acquisitions ranged from $0.8 million to $20.9 million. None of the acquisitions are considered material, individually or in the aggregate. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions summarized above ("2017 acquisitions") (in thousands):
 
 
Six Months Ended June 30, 2017
Assets acquired:
 
 
     Cash
 
$
1,511

     Accounts receivable
 
11,425

     Other receivables
 
844

     Inventories
 
7,945

     Prepaid and other current assets
 
237

     Property and equipment
 
5,433

     Goodwill
 
20,086

     Intangible assets
 
12,567

     Other assets
 
23

          Total assets acquired:
 
60,071

Liabilities assumed:
 
 
     Accounts payable
 
(4,787
)
     Accrued expenses and other current liabilities
 
(814
)
          Total liabilities assumed
 
(5,601
)
Total net assets acquired
 
$
54,470



The excess of purchase price over the fair value amounts assigned to the assets acquired and liabilities assumed represents the goodwill amount resulting from the acquisition. Goodwill attributable to the acquisitions has been recorded as a non-current asset and is not amortized, but is subject to review at least on an annual basis for impairment. Goodwill recognized was primarily attributable to expected operating efficiencies and expansion opportunities in the businesses acquired. Goodwill and intangible assets recognized from the acquisition are expected to be tax deductible, and each of the 2017 acquisitions was treated as an asset purchase for tax purposes. Generally, the most significant intangible asset acquired is customer relationships. The Company's acquisitions are generally subject to working capital adjustments, however, the Company does not expect any such adjustments to have a material impact on its consolidated financial statements. The pro forma impact of these acquisitions is not presented as they are not considered material to the Company's consolidated financial statements.