ACQUISITIONS | ACQUISITIONS T.A. Industries On December 15, 2020, we acquired 100% of the outstanding equity of T.A. Industries, Inc. (āTRUaireā), a leading manufacturer of grilles, registers, and diffusers for the residential and commercial HVAC/R end market, based in Santa Fe Springs, California. The acquisition also included TRUaireās wholly-owned manufacturing facility based in Vietnam. The acquisition is expected to extend the Companyās product offerings to the HVAC market as well as add new customers and provide strategic distribution facilities. The contractual consideration paid for TRUaire included cash of $284 million ($288.1 million after working capital and closing cash adjustments) and 849,852 shares of the Companyās common stock (valued at approximately $76.0 million at transaction signing on November 4, 2020) valued at $97.7 million at transaction close based on the closing market price of the Company's common shares on the acquisition date. The cash consideration was funded through a combination of cash on hand and borrowings under our revolving credit facility. The 849,852 shares of common stock delivered to the sellers as consideration were reissued from treasury shares. Acquisition Consideration (Amounts in thousands, except for shares) Cash (a) $ 288,079 Common stock (849,852 shares) 97,656 Total consideration transferred $ 385,735 (a) Includes $8.3 million in tax liabilities to be paid by the Company on behalf of the sellers, within 90 days following the acquisition date, pursuant to the purchase agreement. The TRUaire acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). Pursuant to Topic 805, the Company allocated the TRUaire purchase price to tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, December 15, 2020. The excess of the purchase price over those fair values was recorded to goodwill. The Company's evaluation of the facts and circumstances available of December 15, 2020, to assign fair values to assets acquired and liabilities assumed, including income tax related amounts, is ongoing. As we complete further analysis of tangible assets, intangible assets and liabilities assumed, additional information impacting the assets acquired and the related allocation thereof, may become available. A change in information related to the net assets acquired may change the amount of the purchase price assigned to goodwill, and, as a result, the preliminary fair values set forth below are subject to adjustments when additional information is obtained and valuations are completed. Provisional adjustments, if any, will be recognized during the reporting period in which the adjustments are determined. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. The following table summarizes the Company's best initial estimate of the aggregate fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands). Assets Acquired Current Assets Cash $ 1,471 Accounts Receivable, net 13,467 Inventory 46,313 Short-Term Indemnity Assets (a) 5,000 Other Assets 1,285 Total Current Assets 67,536 Long-Term Assets Property, Plant and Equipment 28,832 Trade Name (indefinite life) 43,500 Customer Lists (useful life of 15 years) 194,000 Right-Of-Use Assets 49,040 Long-Term Indemnity Assets (a) 7,500 Other Long-term Assets 2,850 Total Long-Term Assets (b) 325,722 Total Assets Acquired 393,258 Liabilities Acquired Current Liabilities Accounts Payable 4,074 Accrued and Other Current Liabilities 3,149 Income Tax Payable 529 Lease Liabilities - Short-Term 4,811 Total Current Liabilities 12,563 Long-Term Liabilities Deferred Tax Liabilities 56,249 Tax Contingency Reserve 22,511 Lease Liabilities - Long-Term 45,369 Total Long-Term Liabilities (c) 124,129 Total Liabilities Assumed 136,692 Total Identifiable Net Assets 256,566 Goodwill $ 129,169 (a) Short-term and long-term indemnity assets represents the $12.5 million of the purchase price held in the escrow account to offset potential income tax contingencies. (b) Included in other assets. (c) Included in other liabilities. Goodwill of $129.2 million represents the excess of the purchase price over the fair value of the underlying tangible and intangible assets acquired and liabilities assumed. The acquisition goodwill represents the value expected to be obtained from expanding the Companyās product offerings more broadly across the HVAC end market. The goodwill recorded as part of this acquisition is included in the Industrial Products segment. The goodwill associated with the acquisition will not be amortized for financial reporting purposes and will not be deductible for income tax purposes. During the three and nine months ended December 31, 2020, the Company incurred $6.9 million and $7.1 million of transaction expenses in connection with the TRUaire acquisition, which are included in selling, general and administrative expenses in the Condensed Consolidated Statement of Income. As of December 31, 2020, $0.2 million related to these expenses were included in accrued and other current liabilities in the Condensed Consolidated Balance Sheet. TRUaire activity has been included in our Industrial Products segment since the acquisition date. Pursuant to Topic 805, unaudited supplemental proforma results of operations for the three and nine months ended December 31, 2020 and 2019, as if the acquisition of TRUaire had occurred on April 1, 2019, the first day of the Company's 2019 fiscal year, are presented below (in thousands, except per share amounts): Three Months Ended December 31, Nine Months Ended December 31, 2020 2019 2020 2019 Revenue, net $ 114,169 $ 109,409 $ 362,451 $ 358,693 Net Income 5,341 5,656 38,345 19,588 Net earnings per common share: Diluted $ 0.34 $ 0.35 $ 2.43 $ 1.22 Basic 0.34 0.35 2.45 1.23 These proforma results do not present financial results that would have been realized had the acquisition occurred on April 1, 2019, nor are they intended to be a projection of future results. The unaudited proforma results include certain proforma adjustments to net income that were directly attributable to the acquisition, as if the acquisition had occurred on April 1, 2019, including the following: ā¢ Transactions expenses of $0 and $7.1 million for the three and nine months ended December 31, 2019, respectively, that would have been recognized by the Company related to the TRUaire acquisition; ā¢ Additional depreciation expense of $0.1 million for both the three months ended December 31, 2020 and 2019, and $0.4 million for both the nine months ended December 31, 2020 and 2019, that would have been recognized as a result of the fair value step-up of the property, plant and equipment; ā¢ Additional amortization expense of $0 and $3.5 million for the three months ended December 31, 2020 and 2019, respectively, and $0 and $9.2 million for the nine months ended December 31, 2020 and 2019, respectively, that would have been recognized as a result of the fair value step-up of the inventory; ā¢ Additional amortization expense of $3.2 million for both the three months ended December 31, 2020 and 2019, and $9.7 million for both the nine months ended December 31, 2020 and 2019, that would have been recognized as a result of the allocation of purchase consideration to customer lists subject to amortization; ā¢ Estimated additional interest expense of $1.0 million for both the three months ended December 31, 2020 and 2019, and $3.1 million for both the nine months ended December 31, 2020 and 2019, as a result of incurring additional borrowing; ā¢ Income tax effect of the proforma adjustments calculated using a blended statutory income tax rate of 24.0% of $1.1 million and $1.9 million for the three months ended December 31, 2020 and 2019, respectively, and $3.2 million and $6.4 million for the nine months ended December 31, 2020 and 2019, respectively. Petersen Metals On April 2, 2019, we acquired the assets of Petersen Metals, Inc. (āPetersenā), based near Tampa, Florida, for $11.8 million, of which $11.5 million was paid at closing and funded through our revolving credit facility, and the remaining $0.3 million represented a working capital adjustment paid in July 2019. Petersen is a leading designer, manufacturer and installer of architecturally-specified, engineered metal products and railings, including aluminum and stainless steel railings products for interior and exterior applications. The excess of the purchase price over the fair value of the identifiable assets acquired was $6.1 million allocated to goodwill, which will be deductible for income tax purposes. Goodwill represents the value expected to be obtained from enabling geographic, end market and product diversification and expansion as Petersen is a strategic complement to our existing line of architecturally-specified building products. The allocation of the fair value of the net assets acquired included customer lists of $3.2 million and backlog of $0.4 million, as well as accounts receivable, inventory and equipment of $2.2 million, $0.8 million and $0.7 million, respectively, net of current liabilities of $1.5 million. Customer lists are being amortized over 15 years, backlog is amortized over 1.5 years and goodwill is not being amortized. Petersen activity has been included in our Industrial Products segment since the acquisition date. No pro forma information has been provided due to immateriality. |