ACQUISITIONS

12 Months Ended

Dec. 31, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITIONS

ACQUISITIONS

In April 2025, the Company completed the acquisition of an equipment service provider for approximately $4.3 million in cash. At closing, $0.3 million was held in escrow for the settlement of potential obligations. This acquisition broadens the Company's value-added offerings in certain key equipment categories.

The Company prepared a preliminary purchase price fair value allocation to the assets acquired and liabilities assumed in the acquisition. Total net identifiable assets acquired totaled $3.3 million, including $0.7 million in Customer Lists that are being amortized over a ten-year period. Total goodwill acquired was approximately $1.0 million. These fair value allocations have not yet been finalized, principally related to the valuation of the acquired intangible assets. Amounts could change, as we finalize the valuations of the assets acquired and liabilities assumed.

The amount allocated to goodwill reflects the benefits the Company expects to realize from the growth of the acquisition's operations. The accounts acquired are included in the accompanying consolidated financial statements from the date of acquisition. Revenues and net loss generated in 2025 from this acquisition were immaterial.

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 remaining $2.5 million balance in escrow was released on the second anniversary of the closing date. The acquisition expanded the Company's presence in the industrial products market in North America.

The table below presents the Indoff revenue and net income generated from operations for the years ended December 31, 2025, 2024 and 2023 (in millions):

	Year Ended December 31,
	2025		2024		2023
Net sales	$	174.9	$	165.3	$	116.5
Net income from continuing operations	$	5.2	$	5.1	$	4.3

The Company’s unaudited pro forma revenue and net income for the year ended December 31, 2023 was 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 period presented (in millions):

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

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.