ACQUISITIONS | ACQUISITIONS Shoemaker Manufacturing, LLC On December 15, 2021, we acquired 100% of outstanding equity of Shoemaker Manufacturing, LLC (āShoemakerā), based in Cle Elum, Washington, for an aggregate purchase price of $44.0 million, including preliminary working capital and closing cash adjustments and expected contingent consideration. Shoemaker offers high-quality customizable GRD for commercial and residential markets, and expands CSWIās HVAC/R product offering and regional exposure in the northwest U.S. The aggregate purchase price was comprised of initial cash consideration of $39.0 million, 25,483 shares of the Company's common stock valued at $3.0 million at transaction close and additional contingent consideration of up to $2.0 million based on Shoemaker meeting a defined financial target during the quarter ended March 31, 2022. The cash consideration was funded with cash on hand and borrowings under our existing revolving credit facility. The 25,483 shares of common stock delivered to the sellers as consideration were issued from treasury shares. As of the acquisition date, the estimated fair value of the contingent consideration obligation was classified as a current liability of $2.0 million and was determined using a scenario-based analysis on forecasted future results. During the three months ended December 31, 2021, we incurred $0.5 million in transaction expenses in connection with the Shoemaker acquisition, which were included in selling, general and administrative expenses in the Consolidated Statement of Operations. The Shoemaker acquisition was accounted for as a business combination under FASB Accounting Standards Codification Topic 805, Business Combinations ("Topic 805"). The excess of the purchase price over the preliminary fair value of the identifiable assets acquired was $19.7 million allocated to goodwill, which represents the value expected to be obtained from owning a more extensive GRD product portfolio for the HVAC/R market and increased regional exposure to the northwest U.S. The preliminary allocation of the fair value of the net assets acquired included customer lists ($13.0 million), trademarks ($5.3 million), noncompete agreements ($0.8 million), backlog ($0.3 million), inventory ($3.6 million), accounts receivable ($1.7 million), cash ($1.2 million), equipment ($1.4 million) and prepaid expenses ($0.2 million), net of current liabilities ($3.1 million). Customer lists, noncompete agreements and backlog are being amortized over 15 years, 5 years and 1 month, respectively, while trademarks and goodwill are not being amortized. The Company's evaluation of the facts and circumstances available of December 15, 2021, to assign fair values to assets acquired and liabilities assumed is ongoing. We expect to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date. Goodwill and all intangible assets, including customer lists, trademarks, noncompete agreements and backlog are deductible and amortized over 15 years for income tax purposes. Shoemaker activity has been included in our Contractor Solutions segment since the acquisition date. No pro forma information has been provided due to immateriality. T.A. Industries On December 15, 2020, we acquired 100% of the outstanding equity of T.A. Industries, Inc. (āTRUaireā), a leading manufacturer of GRD 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 extended the Companyās product offerings to the HVAC/R end market share and provided strategic distribution facilities. The contractual consideration paid for TRUaire included cash of $288.0 million, after working capital, closing cash and subsequent tax 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) $ 287,986 Common stock (849,852 shares) 97,656 Total consideration transferred $ 385,642 (a) Amount includes working capital and closing cash adjustments, and includes a $1.0 million to be paid to the sellers as a result of an expected tax refund pursuant to the purchase agreement. The TRUaire acquisition was accounted for as a business combination under 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 completed the analysis of tangible assets, intangible assets, liabilities assumed and the related allocation during the three months ended December 31, 2021. The following table summarizes the Company's estimate of the aggregate fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands). Initial Estimated Fair Value Measurement Period Adjustments Final Estimated Fair Value Cash $ 1,471 $ ā $ 1,471 Accounts Receivable, net 13,467 (17) 13,450 Inventory 46,313 (1,300) 45,013 Short-Term Tax Indemnity Assets 5,000 ā 5,000 Other Current Assets 1,285 2,103 3,388 Property, Plant and Equipment 28,832 (4,201) 24,631 Trade Name (indefinite life) 43,500 ā 43,500 Customer Lists (useful life of 15 years) 194,000 8,500 202,500 Right-Of-Use Assets 49,040 ā 49,040 Long-Term Tax Indemnity Assets 7,500 ā 7,500 Other Long-Term Assets 2,850 (698) 2,152 Accounts Payable (4,074) ā (4,074) Accrued and Other Current Liabilities (3,678) (172) (3,850) Lease Liabilities - Short-Term (4,811) ā (4,811) Deferred Tax Liabilities (56,249) (5,589) (61,838) Tax Contingency Reserve (22,511) 5,190 (17,321) Lease Liabilities - Long-Term (45,369) ā (45,369) Estimated fair value of net assets acquired 256,566 3,816 260,382 Goodwill 129,169 (3,909) 125,260 Total Purchase Price $ 385,735 $ (93) $ 385,642 Deferred tax liabilities were established to record the deferred tax impact of purchase price accounting adjustments, primarily related to intangible assets. Tax contingency reserves relate to uncertain tax positions TRUaire took in the periods prior to the acquisition date. In accordance with the tax indemnification included in the purchase agreement of TRUaire, the seller provided contractual indemnification to the Company for up to $12.5 million related to uncertain tax positions taken in prior years. The outcome of this arrangement will either be settled or expire by 2023. During the three months ended March 31, 2021, TRUaire received an audit closing letter from Internal Revenue Service related to calendar 2017, a pre-acquisition tax year. As a result of this, $5.0 million of the relevant tax indemnification assets was released in accordance with the purchase agreement. As of December 31, 2021, $7.5 million of the tax indemnification assets remained outstanding. Goodwill of $125.3 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/R end market. The goodwill recorded as part of this acquisition is included in the Contractor Solutions segment. The goodwill associated with the acquisition will not be amortized for financial reporting purposes and will not be deductible for income tax purposes. TRUaire generated net revenue of $133.0 million and net income before income taxes of $11.3 million for the period from the acquisition date to December 31, 2021. The net income before taxes includes the indemnification expense of $5.0 million discussed above. For the three months ended December 31, 2021, TRUaire generated revenue of $30.4 million and net income before income taxes of $2.0 million. TRUaire activity is included in our Contractor Solutions segment. During the year ended March 31, 2021, the Company incurred and paid $7.8 million of transaction expenses in connection with the TRUaire acquisition, which were included in selling, general and administrative expenses in the Consolidated Statement of Operations. No transaction expenses were incurred during the three and nine months ended December 31, 2021. Pursuant to Topic 805, unaudited supplemental proforma results of operations for the three and nine months ended December 31, 2020, as if the acquisition of TRUaire had occurred on April 1, 2019, are presented below (in thousands, except per share amounts): Three Months Ended December 31, 2020 Nine Months Ended December 31, 2020 Revenue, net $ 113,857 $ 362,419 Net income 5,313 38,209 Net earnings per common share: Diluted $ 0.33 $ 2.42 Basic $ 0.34 $ 2.44 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¢ Additional depreciation expense of $0.1 million and $0.4 million for the three and nine months ended December 31, 2020, respectively, 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 $2.8 million and $9.6 million for the three and nine months ended December 31, 2020, respectively, 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 and $3.3 million for the three and nine months ended December 31, 2020, respectively, as a result of incurring additional borrowing and ā¢ Income tax effect of the proforma adjustments calculated using a blended statutory income tax rate of 24.5% of $1.0 million and $3.2 million for the three and nine months ended December 31, 2020, respectively. |