v3.26.1
Acquisitions
 6 Months Ended
Jul. 04, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Acquisition of Metal Sales
In September 2025, the Company completed the acquisition of Metal Sales Manufacturing Corporation (“Metal Sales”) for a preliminary purchase price of $181.8 million, including a base purchase price of $200.0 million, subject to closing date cash and working capital adjustments. Headquartered in Sellersburg, Indiana, Metal Sales is a leading manufacturer of metal building systems and components serving high-growth and diverse end-markets through a multi-channel network. As of closing in September 2025, Metal Sales had approximately 900 employees at 21 facilities across the United States. This acquisition was funded by borrowing under the Company’s ABL Facility, defined in Note 7 — Debt. Metal Sales is included in the Company’s Metal Solutions reportable segment.
The closing cash and working capital adjustments were finalized during the first quarter of 2026, and the Company received cash proceeds of $7.1 million representing a reduction of the preliminary purchase price to an adjusted purchase price of $174.7 million. The purchase price allocation below is based upon provisional information and is subject to revision during the measurement period (up to one year from the acquisition date) as additional information concerning valuations is obtained. During the measurement period, as the Company obtains new information regarding facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities, the Company will accordingly revise the provisional purchase price allocation, which may include, but are not limited to, adjustments pertaining to intangible assets acquired, property, plant and equipment acquired and tax liabilities assumed.

The following table summarizes the provisional fair value of net assets acquired and liabilities assumed:
(Amounts in thousands)Fair Value
Assets acquired and liabilities assumed:
Cash and cash equivalents$1,499 
Accounts receivable41,720 
Inventories76,339 
Property, plant and equipment152,055 
Trade name and customer relationship intangibles11,000 
Lease right-of-use asset8,911 
Other assets2,164 
Total assets acquired293,688 
Accounts payable and other liabilities assumed21,843 
Employee related liabilities5,360 
Lease liabilities8,798 
Rebates and customer related liabilities7,404 
Deferred income tax liabilities16,802 
Other liabilities assumed7,601 
Total liabilities assumed67,808 
Net assets acquired225,880 
Net purchase price
(174,678)
Bargain purchase gain$51,202 
The fair value and expected useful life of identifiable intangible assets consists of the following:
($ Amounts in thousands)Fair ValueUseful Life in Years
Customer relationships$8,000 15
Trade names and other3,000 5
Total$11,000 
As a result of the transaction, the Company recognized a bargain purchase gain of $45.8 million during the year ended December 31, 2025, representing the excess of the fair value of the net assets acquired over the consideration transferred to the seller. The Company believes the bargain purchase gain resulted from an opportunistic transaction. As noted above, during the six months ended July 4, 2026, after final closing date cash and working capital adjustments were complete, there was a $7.1 million reduction in the purchase price. The cash received is reflected as a cash inflow within investing activities. The reduction in purchase price resulted in a $1.8 million increase in deferred tax liabilities and a $5.4 million additional bargain purchase gain recognized during the six months ended July 4, 2026.
Unaudited Pro Forma Financial Information
Pro forma results of operations for the Metal Sales acquisition have not been presented, as the impact on the Company’s consolidated financial results was not material.
Acquisition of Cold Rolled Steel
In July 2025, the Company completed the acquisition of Cold Rolled Steel, LLC (“Cold Rolled Steel”), a metal building component manufacturer, for an initial purchase price of $6.4 million, including a base purchase price of $6.5 million, less certain working capital adjustments. During the six months ended July 4, 2026, the Company recognized a reduction in goodwill due to a reduction in the total purchase price that was based on $0.4 million of additional working capital adjustments, resulting in a final purchase price of $6.0 million. Cold Rolled Steel is included in the Company’s Metal Solutions reportable segment.
Contingent Consideration for Acquisition Completed During 2023
In August 2023, the Company completed the acquisition of M.A.C. Métal Architectural Inc. (“MAC Metal”), which became an indirect wholly-owned subsidiary of the Company. Headquartered in Saint-Hubert, Quebec, MAC Metal serves the North American residential and commercial markets with high-end steel siding and roofing products. MAC Metal is included in the Company’s Siding & Accessories reportable segment. The total purchase price included earn-out contingent consideration of $16.8 million payable over two consecutive twelve-month periods, with the first period starting in the month following the close of the acquisition; payments are based upon achieving certain adjusted EBITDA-based metrics, as defined in the purchase agreement. During the year ended December 31, 2025, the Company made a payment of $11.5 million to satisfy the first earn-out period. Total contingent consideration of $10.0 million as of December 31, 2025 is recognized in Other current liabilities on our Condensed Consolidated Balance Sheets. During the first quarter of 2026, the fair value of contingent consideration increased $0.1 million, including the impact of exchange rates. During the first quarter of 2026, the Company made a payment of $10.1 million to satisfy the second earn-out period. As of July 4, 2026, there was no contingent consideration payable.