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Acquisitions
3 Months Ended
Mar. 31, 2025
Business Combinations [Abstract]  
Acquisitions

NOTE 4. ACQUISITIONS

Zahner

In December 2024, we acquired the issued and outstanding shares of Zahner for $30.0 million, net of $16.0 million of cash acquired, subject to customary post-closing adjustments for working capital. The total fair value of cash and other tangible assets acquired, less liabilities assumed, was $18.1 million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $10.9 million, property, plant and equipment of $10.4 million, operating right of use (“ROU”) assets and lease liabilities of $2.9 million, finance ROU assets and lease liabilities of $8.9 million and accounts payable and accrued liabilities of $19.6 million. The total fair value of identifiable intangible assets acquired was $15.0 million, resulting in $12.9 million of goodwill. The following table summarizes the preliminary fair values of identifiable intangible assets acquired, and their estimated useful lives:

 

 

 

Fair Value at Acquisition Date

 

 

Estimated Useful Life

Trademarks and brand names

 

$

5.8

 

 

15 years

Customer relationships

 

 

3.9

 

 

5 years

Backlog

 

 

3.7

 

 

2 years

Non-compete agreements

 

 

1.6

 

 

3 years

Total identifiable intangible assets

 

$

15.0

 

 

 

Valuations for assets acquired and liabilities assumed are based on preliminary estimates that are subject to revisions and may result in adjustments to preliminary values as valuations are finalized.

3form

In April 2024, we acquired the issued and outstanding membership interests in 3form for $93.5 million, net of $0.5 million of cash acquired. The total fair value of cash and other tangible assets acquired, less liabilities assumed, was $34.5 million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $6.6 million, inventory of $7.9 million, property, plant and equipment of $35.0 million, operating ROU assets of $10.1 million, operating lease liabilities of $10.0 million and accounts payable and accrued liabilities of $16.3 million. The total fair value of identifiable intangible assets acquired was $37.6 million, resulting in $21.9 million of goodwill.

 

Goodwill from the Zahner and 3form acquisitions relates to many factors, including the technical competencies and capabilities of the acquired workforce and our strategic intent to integrate and leverage those competencies and capabilities to advance and expand our portfolio of solutions and offerings. All of the acquired goodwill is deductible for tax purposes.

Proforma Financial Information

The following table summarizes aggregate unaudited as reported and pro forma information assuming the acquisitions of Zahner and 3form had occurred on January 1, 2024. The unaudited pro forma results include the depreciation and amortization associated with the acquired assets. The unaudited pro forma results do not include any expected benefits from the Zahner and 3form acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2024.

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2025

 

 

2024

 

Net sales, pro forma

 

$

382.7

 

 

$

358.0

 

Net sales, as reported

 

 

382.7

 

 

 

326.3

 

Earnings before income taxes, pro forma

 

 

91.2

 

 

 

80.0

 

Earnings before income taxes, as reported

 

 

90.7

 

 

 

80.2

 

 

For the three months ended March 31, 2025, net sales of $41.1 million and operating income of $3.1 million, including $4.2 million of depreciation and amortization, from Zahner and 3form were included in our Condensed Consolidated Statements of Earnings and Comprehensive Income.