v3.26.1
Acquisitions
 9 Months Ended
Feb. 28, 2026
Business Combination [Abstract]  
Acquisitions

Note M – Acquisitions

 

LSI

 

On January 16, 2026, we acquired LSI, one of the largest U.S. manufacturers of standing-seam metal roof clips and retrofit components in the commercial roof market. The purchase price was $206,064, net of cash acquired, and includes an estimated tax equalization payment of approximately $3,000 that was not settled at closing. The purchase price is subject to customary post-closing adjustments. LSI operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

 

The information included herein is based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired is fully evaluated by us, including but not limited to, the fair value accounting.

 

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. During the current year period, we incurred approximately $2,568 of acquisition-related costs associated with the LSI transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.

 

In connection with the acquisition of LSI, we identified and valued the following intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Useful Life

Category

 

 

 

 

 

 

 

Amount

 

 

(Years)

Customer relationships

 

$

70,600

 

 

12 - 20

Trade name

 

 

21,100

 

 

Indefinite

Technological know-how

 

 

16,100

 

 

10

Non-compete agreement

 

 

800

 

 

5

Total acquired identifiable intangible assets

 

$

108,600

 

 

 

 

The following table summarizes the consideration paid, as of February 28, 2026, and the preliminary fair value assigned to the assets and liabilities assumed at the LSI acquisition date:

 

 

 

 

 

 

 

 

 

 

 

Preliminary

 

 

 

 

 

 

 

 

 

 

 

Valuation

 

Cash and cash equivalents

 

 

 

 

 

$

398

 

Accounts receivable

 

 

 

 

 

 

4,434

 

Inventory

 

 

 

 

 

 

9,871

 

Other current assets

 

 

 

 

 

 

95

 

Property, plant and equipment

 

 

 

 

 

 

8,941

 

Operating lease assets

 

 

 

 

 

 

6,715

 

Intangible assets

 

 

 

 

 

 

108,600

 

Total identifiable assets

 

 

 

 

 

 

139,054

 

Accounts payable

 

 

 

 

 

 

(1,668

)

Current operating lease liability

 

 

 

 

 

 

(177

)

Accrued expenses

 

 

 

 

 

 

(1,127

)

Noncurrent operating lease liability

 

 

 

 

 

 

(6,568

)

Net identifiable assets

 

 

 

 

 

 

129,514

 

Goodwill

 

 

 

 

 

 

76,948

 

Total purchase price

 

 

 

 

 

 

206,462

 

Less: estimated tax equalization payment

 

 

 

 

 

 

3,000

 

Total cash paid at closing

 

 

 

 

 

$

203,462

 

 

Hydrostat

 

On December 3, 2025, we acquired Hydrostat’s propane distribution and refurbishment assets. The purchase price was approximately $9,578, subject to customary post-closing adjustments. In connection with the acquisition of these assets, we recognized total intangible assets of $8,085, consisting of customer relationships of $2,000 and goodwill of $6,085. The remaining purchase price was allocated primarily to working capital and fixed assets. This business operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

 

Elgen

 

On June 18, 2025, we acquired Elgen, a leading provider of HVAC parts and components, ductwork, and structural framing used primarily in commercial building applications across North America. The purchase price was $90,734, net of cash acquired. Elgen operates as part of the Building Products operating segment and its results have been included in our consolidated statements of earnings since the date of acquisition.

 

The assets acquired and liabilities assumed were recognized at their estimated acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under GAAP (e.g., assembled workforce) or of immaterial value. The purchase price also includes strategic and synergistic benefits (i.e., investment value) specific to us, which resulted in a purchase price in excess of the fair value of the identifiable net assets. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes. During the current year period, we incurred approximately $1,756 of acquisition-related costs associated with the Elgen transaction, which are recorded in restructuring and other expense, net in our consolidated statement of earnings.

 

In connection with the acquisition of Elgen, we identified and valued the following intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Useful Life

Category

 

 

 

 

 

 

 

Amount

 

 

(Years)

Customer relationships

 

$

18,200

 

 

15

Trade name

 

 

7,900

 

 

10

Technological know-how

 

 

7,000

 

 

10

Non-compete agreement

 

 

1,700

 

 

5

Total acquired identifiable intangible assets

 

$

34,800

 

 

 

 

The following table summarizes the consideration paid and the final fair value assigned to the assets and liabilities assumed at the Elgen acquisition date.

 

 

 

 

 

 

 

 

 

 

Measurement

 

 

 

 

 

 

 

 

 

 

Preliminary

 

 

Period

 

 

Final

 

 

 

 

 

 

 

Valuation

 

 

Adjustments

 

 

Valuation

 

Cash and cash equivalents

 

 

 

$

1,093

 

 

$

-

 

 

$

1,093

 

Accounts receivable

 

 

 

 

12,751

 

 

 

868

 

 

 

13,619

 

Inventory

 

 

 

 

16,351

 

 

 

-

 

 

 

16,351

 

Other current assets

 

 

 

 

1,605

 

 

 

(124

)

 

 

1,481

 

Property, plant and equipment

 

 

 

 

11,941

 

 

 

(308

)

 

 

11,633

 

Operating lease assets

 

 

 

 

21,196

 

 

 

162

 

 

 

21,358

 

Intangible assets

 

 

 

 

34,400

 

 

 

400

 

 

 

34,800

 

Total identifiable assets

 

 

 

 

99,337

 

 

 

998

 

 

 

100,335

 

Accounts payable

 

 

 

 

(11,364

)

 

 

-

 

 

 

(11,364

)

Current operating lease liability

 

 

 

 

(2,225

)

 

 

(17

)

 

 

(2,242

)

Accrued expenses

 

 

 

 

(4,465

)

 

 

(850

)

 

 

(5,315

)

Noncurrent operating lease liability

 

 

 

 

(19,041

)

 

 

(146

)

 

 

(19,187

)

Deferred income taxes

 

 

 

 

(3,582

)

 

 

(1,510

)

 

 

(5,092

)

Net identifiable assets

 

 

 

 

58,660

 

 

 

(1,525

)

 

 

57,135

 

Goodwill

 

 

 

 

33,617

 

 

 

1,075

 

 

 

34,692

 

Total purchase price

 

 

 

$

92,277

 

 

$

(450

)

 

$

91,827

 

 

Unaudited Pro Forma Information

 

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented as if the acquisitions, described above in “Note M – Acquisitions”, had taken place at the beginning of fiscal 2025. The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions occurred at the beginning of fiscal 2025 or of the results of our future operations of the combined business.

 

 

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

 

 

February 28,

 

 

February 28,

 

 

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Pro forma net sales

 

 

 

$

383,021

 

 

$

341,789

 

 

$

1,054,891

 

 

$

954,519

 

Pro forma net earnings

 

 

 

$

48,144

 

 

$

40,948

 

 

$

120,807

 

 

$

92,194