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Acquisitions | 9 Months Ended
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Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions | Acquisitions On May 18, 2023, as part of our Electrical & Fastening Solutions reporting segment, we completed the acquisition of ECM Investors, LLC, the parent of ECM Industries, LLC ("ECM Industries"), for approximately $1.1 billion in cash, subject to customary adjustments. ECM Industries is a leading provider of high-value electrical connectors, tools and test instruments and cable management. The purchase price was funded primarily through borrowings under the 2033 Notes and 2023 Term Loan Facility (as described in Note 9 below). The purchase price has been preliminarily allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the ECM Industries acquisition. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. These changes will primarily relate to the impacts associated with income taxes and other accruals. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation. The following table summarizes our preliminary estimates of the fair values of the assets acquired and liabilities assumed in the ECM Industries acquisition as previously reported and revised as of September 30, 2023:
In millions | As Originally Reported | As Revised
Cash | $ | 45.7 |  | $ | 45.7 |
Accounts receivable | 78.1 |  | 78.1 |
Inventories | 107.8 |  | 104.0 |
Other current assets | 4.9 |  | 4.9 |
Property, plant and equipment | 81.1 |  | 75.9 |
Identifiable intangible assets | 519.8 |  | 524.0 |
Goodwill | 361.5 |  | 371.7 |
Other assets | 16.6 |  | 16.7 |
Current liabilities | (51.5) |  | (51.4) |
Other liabilities | (26.5) |  | (35.9) |
Purchase price | $ | 1,137.5 |  | $ | 1,133.7 |
The excess purchase price over tangible net assets and identified intangible assets acquired has been allocated to goodwill in the amount of $371.7 million, substantially all of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired included $113.7 million of trade name intangible assets, a majority of which are indefinite-lived, $381.7 million of definite-lived customer relationships with an estimated useful life of 20 years, and $22.0 million of definite-lived proprietary technology intangible assets with an estimated useful life of 7 years. The fair values of trade names and proprietary technology acquired in the acquisition were determined using a relief-from-royalty method, and customer relationships acquired were determined using a multi-period excess earnings method. These methods utilize unobservable inputs that are significant to these fair value measurements and thus classified as Level 3 of the fair value hierarchy. ECM Industries net sales and operating income for the three months ended September 30, 2023 were $98.4 million and $10.5 million, respectively. ECM Industries net sales and operating income for the period from the acquisition date to September 30, 2023 were $148.1 million and $14.3 million, respectively. ECM Industries operating income for the three and nine months ended September 30, 2023 inclu des $7.6 million and $11.2 million of identifiable intangible asset amortization expense, respectively, and $11.8 million and $17.7 million of expense related to the fair market value inventory step-up, respectively. The following table presents unaudited pro forma financial information as if the ECM Industries acquisition had occurred on January 1, 2022:
| Three months ended |  | Nine months ended
In millions, except per-share date | September 30, 2023 | September 30, 2022 |  | September 30, 2023 | September 30, 2022
Pro forma net sales | $ | 858.8 |  | $ | 847.9 |  |  | $ | 2,558.8 |  | $ | 2,477.9 |
Pro forma net income | 115.9 |  | 92.8 |  |  | 341.4 |  | 206.1 |
Pro forma earnings per ordinary share |  |  |  |  |
Basic | $ | 0.70 |  | $ | 0.56 |  |  | $ | 2.06 |  | $ | 1.24 |
Diluted | 0.69 |  | 0.55 |  |  | 2.03 |  | 1.23 |
The unaudited pro forma results include adjustments for the amortization of acquired intangible assets, depreciation for the fair value adjustment to acquisition-date fixed assets and interest expense on debt issued to finance the acquisition, as well as the related income tax impact. The unaudited pro forma results for the three and nine months ended September 30, 2023 exclude the impact of $13.8 million and $30.8 million, respectively, of transaction-related charges, acquisition-related bridge financing costs and non-recurring expense related to the fair value inventory step-up. The three and nine months ended September 30, 2022 were adjusted to include zero and $31.1 million, respectively, of transaction-related charges, acquisition-related bridge financing costs and non-recurring expense related to the fair market value inventory step-up. The pro forma condensed consolidated financial information has been prepared for comparative purposes only and includes certain adjustments, as noted above. The adjustments are estimates based on currently available information and actual amounts may differ materially from these estimates. They do not reflect the effect of costs or synergies that would have been expected to result from the integration of the ECM Industries acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the ECM Industries acquisition occurred on January 1, 2022. On July 10, 2023, we acquired TEXA Industries for approximately $34.8 million in cash, subject to customary purchase price adjustments. TEXA Industries is an Italian manufacturer of industrial cooling applications that we will market as part of the nVent HOFFMAN product line within our Enclosures segment. We acquired $5.2 million of debt with the TEXA Industries acquisition, which we repaid in full in the third quarter of 2023. The excess purchase price over tangible net assets and identified intangible assets acquired has been preliminarily allocated to goodwill in the amount of $11.5 million, none of which is expected to be deductible for income tax purposes. Identifiable intangible assets acquired included $12.4 million of definite-lived customer relationships with an estimated useful life of 13 years. The preliminary purchase price allocation is subject to further refinement and may require significant adjustments to arrive at the final purchase price allocation. The pro forma impact of the TEXA Industries acquisition is not material.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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