ACQUISITION

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

The Company acquired 100% of the outstanding equity interests of Indoff, a business-to-business direct marketer of material handling products, commercial interiors and business products with operations in North America, on May 19, 2023 for approximately $72.6 million in cash, $5.2 million of which was placed into an escrow account for two years to secure the sellers’ indemnification obligations under the purchase agreement. Under the terms of the escrow agreement the escrow amount was reduced to $2.5 million on the one year anniversary of the closing date. The acquisition expanded the Company's presence in the industrial products market in North America. The acquisition was accounted for as a business combination using the acquisition method of accounting, which requires, among other things, the assets acquired and the liabilities assumed be recognized at their fair values as of the acquisition date. The fair value assigned to the identified intangible assets acquired were based on assumptions and estimates made by management. The Company acquired in this transaction customer lists and trademark assets that are amortizing over a ten-year period which results in approximately $3.0 million in annual amortization expense. The acquisition was an asset acquisition for tax purposes and as such, the customer lists, trademarks and goodwill resulting from this acquisition will be tax deductible over a fifteen-year period. The Indoff accounts are included in the accompanying consolidated financial statements from the date of acquisition.

The Company prepared a purchase price fair value allocation of the assets acquired and liabilities assumed in the acquisition. The fair value allocation has been finalized. The following table details the fair values as of the acquisition date (in millions):


Purchase price:	$	72.6
Less:
Cash	0.3
Accounts receivable	23.0
Inventories	4.6
Prepaid expenses and other current assets	2.5
Property, plant and equipment	0.3
Operating lease right-of-use assets	0.8
Customer lists	24.1
Trademarks	6.2
Other assets	0.1
Total identifiable assets acquired	$	61.9
Accounts payable	(12.5)
Accrued expenses and other current liabilities	(5.9)
Deferred revenue	(4.2)
Operating lease liabilities	(0.8)
Total identifiable liabilities acquired	$	(23.4)
Net identifiable assets acquired	38.5
Goodwill	$	34.1
Total net assets acquired	$	72.6

The amount allocated to goodwill reflects the benefits the Company expects to realize from the growth of the acquisition's operations.

For the year ended December 31, 2024, Indoff generated revenue and net income of approximately $165.3 million and $5.1 million, respectively.

For the year ended December 31, 2023, Indoff generated revenue and net income of approximately $116.5 million and $4.3 million, respectively.

The Company’s unaudited pro forma revenue and net income for the years ended December 31, 2023 and 2022 below have been prepared as if the Indoff acquisition had occurred on January 1, 2022. The pro forma information reflects certain adjustments related to the acquisition. This information is provided for illustrative purposes and does not purport to be indicative of the actual results that would have been achieved by the Company for the periods presented (in millions):


	Year Ended December 31,
	2023		2022
Net sales	$	1,338.0	$	1,347.5
Net income from continuing operations	$	73.3	$	86.2
Net income per common share, diluted, from continuing operations	$	1.92	$	2.26

Nonrecurring charges directly related to the transaction of approximately $1.1 million, net of tax, have been eliminated from 2023 net income from continuing operations. Results for 2023 include approximately $1.9 million of amortization expense related to the intangible assets acquired.