Acquisitions

12 Months Ended

Dec. 31, 2022

Acquisitions

Acquisitions

Note 2. Acquisitions

2021 Acquisitions

In the fourth quarter of 2021, we acquired each of Merfish United, Inc., Admiral Metals Servicenter Company, Incorporated, Nu-Tech Precision Metals Inc. and Rotax Metals Inc. with cash on hand. Included in our net sales for the year ended December 31, 2022 were combined net sales of $863.0 million from our 2021 acquisitions.

The allocation of the total purchase price for our 2021 acquisitions to the fair values of the assets acquired and liabilities assumed was as follows:

	(in millions)
Cash	$	1.0
Accounts receivable		107.2
Inventories		134.4
Property, plant and equipment		33.6
Operating lease right-of-use assets		29.8
Goodwill		177.3
Intangible assets subject to amortization		116.3
Intangible assets not subject to amortization		51.2
Other current and long-term assets		4.0
Total assets acquired		654.8
Deferred taxes		48.6
Operating lease liabilities		24.6
Other current and long-term liabilities		141.3
Total liabilities assumed		214.5
Net assets acquired	$	440.3

Summary purchase price allocation information for all acquisitions

All of the acquisitions discussed in this note have been accounted for under the acquisition method of accounting and, accordingly, each purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair values at the date of each acquisition. The accompanying consolidated statements of income include the revenues and expenses of each acquisition since its respective acquisition date. The consolidated balance sheets reflect the allocations of each acquisition’s purchase price as of December 31, 2022 or 2021, as applicable. The measurement periods for purchase price allocations do not exceed 12 months from the acquisition date.

As part of the purchase price allocations for the 2021 acquisitions, we allocated $51.2 million to the trade names acquired. We determined that all of the trade names acquired in connection with these acquisitions had indefinite lives since their economic lives are expected to approximate the life of each company acquired. We recorded other identifiable intangible assets related to customer relationships for the 2021 acquisitions of $92.3 million with weighted average lives of 10.0 years, and an identifiable other intangible asset related to production backlog of $23.8 million with an average life of 7.9 years. The goodwill arising from our 2021 acquisitions consists largely of expected strategic benefits, including enhanced financial and operational scale, as well as expansion of acquired product and processing know-how across our enterprise. Goodwill of $106.4 million from our 2021 acquisitions is deductible for tax purposes. Total goodwill deductible for tax purposes was $854.5 million as of December 31, 2022.

Unaudited Pro forma financial information for all acquisitions

The following unaudited pro forma summary financial results present the consolidated results of operations as if our 2021 acquisitions had occurred as of January 1, 2020, after the effect of certain adjustments, including non-recurring acquisition-related costs, amortization of inventory step-up to fair value adjustments included in cost of sales, depreciation and amortization of certain identifiable property, plant and equipment and intangible assets, and lease cost fair value adjustments. The pro forma summary financial results for the year ended December 31, 2021 excluded $7.7 million of acquisition-related costs.

The pro forma results have been presented for comparative purposes only and are not indicative of what would have occurred had the 2021 acquisitions been made as of January 1, 2020, or of any potential results which may occur in the future.

	Year Ended December 31,
	2021		2020
	(in millions, except per share amounts)
Pro forma:
Net sales	$	14,820.5	$	9,345.4
Net income attributable to Reliance	$	1,518.0	$	356.6
Earnings per share attributable to Reliance stockholders:
Basic	$	24.01	$	5.54
Diluted	$	23.60	$	5.46

The pro forma amounts presented for the year ended December 31, 2020 include $21.8 million of non-recurring amortization of inventory step-up to fair value adjustments, $7.8 million of non-recurring excess renumeration paid to former owners and employees, and $7.7 million of non-recurring acquisition-related costs. As adjusted for these non-recurring items, pro forma net income attributable to Reliance was $384.6 million and pro forma diluted earnings per share were $5.89 for the year ended December 31, 2020.