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Acquisitions | 12 Months Ended
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Feb. 02, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | 4) ACQUISITIONS The Company made various acquisitions during fiscal 2024 (the “Fiscal 2024 Acquisitions”), fiscal 2023 (the “Fiscal 2023 Acquisitions”) and fiscal 2022 (the “Fiscal 2022 Acquisitions”) with an aggregate transaction value of $769 million, $244 million and $124 million, subject to working capital adjustments, respectively. These transactions were funded with cash and borrowings under the Senior Term Loan Credit Facility (as defined in Note 6). Fiscal 2024 Acquisitions •On November 7, 2024, the Company acquired certain assets and assumed certain liabilities of ARGCO Northeast LLC (“ARGCO”). ARGCO has one location and is a distributor of fire protection products. •On October 30, 2024, the Company acquired certain assets and assumed certain liabilities of Eastcom Associates, Inc. (“Eastcom”). Eastcom has one location and is a provider of underground utility protection equipment. •On September 16, 2024, the Company acquired certain assets and assumed certain liabilities of Green Equipment Company (“Green Equipment”). Green Equipment has one location and is a provider of underground utility protection equipment. •On September 9, 2024, the Company acquired certain assets and assumed certain liabilities of GroGreen Solutions Georgia, LLC (“GroGreen”). GroGreen has four locations and is a provider of geosynthetics products. •On August 12, 2024, the Company acquired certain assets and assumed certain liabilities of HM Pipe Products LP and HM Pipe Products Kitchner LP (collectively, “HM Pipe Products”). HM Pipe Products has two locations and is a Canadian distributor of water and wastewater products. •On May 6, 2024, the Company acquired certain assets and assumed certain liabilities of Geothermal Supply Company Inc. (“GSC”). GSC has one location and is a distributor and fabricator of fusible HDPE pipe and other related products, primarily serving the geothermal, water and sewer industries. •On April 30, 2024, the Company acquired certain assets and assumed certain liabilities of EGW Utilities Inc. (“EGW”). EGW has one location and is a provider of underground utility infrastructure products and services. •On April 1, 2024, the Company acquired all of the outstanding shares of NW Geosynthetics Inc. (“ACF West”). ACF West has six locations and is a distributor of geosynthetics products and provider of soil stabilization solutions. •On March 7, 2024, the Company acquired all of the membership interests of DKC Group Holdings, LLC, and associated entities (collectively, “Dana Kepner”). Dana Kepner has twenty-one locations and is a distributor of water, wastewater and storm drainage products. •On February 12, 2024, the Company acquired certain assets and assumed certain liabilities of Eastern Supply Inc. and a related entity (collectively, “Eastern Supply”). Eastern Supply has two locations and is a distributor of a broad range of storm drainage products, with custom fabrication capabilities. Fiscal 2023 Acquisitions •On January 16, 2024, the Company acquired certain assets and assumed certain liabilities of Lee Supply Company, Inc. (“Lee Supply”). Lee Supply has four locations and is a leading specialty distributor and fabricator of fusible HDPE pipe and other related services, including HDPE fusion equipment rentals and custom fabrication. •On December 4, 2023, the Company acquired certain assets and assumed certain liabilities of Granite Water Works, Inc. (“Granite Water Works”). Granite Water Works has one location and is a provider of water, wastewater and storm drainage products. •On November 28, 2023, the Company acquired certain assets and assumed certain liabilities of Enviroscape Erosion Control Materials Ltd. and three affiliated entities (collectively “Enviroscape”). Enviroscape has one location and is a provider of geosynthetics and erosion control products. •On July 12, 2023, the Company acquired all of the outstanding shares of J.W. D’Angelo Company, Inc. (“D’Angelo”). D’Angelo has three locations and is a full-service provider of fire protection and waterworks products. •On July 10, 2023, the Company acquired certain assets and assumed certain liabilities of Foster Supply Inc. and R.P. Foster Inc. (collectively, “Foster Supply”). Foster Supply has seven locations and is a full-service provider of precast concrete structures, pipe, drainage materials and related geosynthetics products. •On April 17, 2023, the Company acquired certain assets and assumed certain liabilities of Midwest Pipe Supply Inc. (“Midwest Pipe”). Midwest Pipe has one location and is a distributor of drainage and waterworks products. •On April 10, 2023, the Company acquired certain assets and assumed certain liabilities of UPSCO Manufacturing & Distribution Company, UPSCO, Inc. and TMB Holdings, LLC (collectively, “UPSCO”). UPSCO is a provider of utility infrastructure products and services. •On March 6, 2023, the Company acquired certain assets and assumed certain liabilities of Landscape & Construction Supplies LLC (“LCS”). LCS has two locations and is a provider of geosynthetics products. Fiscal 2022 Acquisitions •On December 5, 2022, the Company acquired certain assets and assumed certain liabilities of Lanier Municipal Supply Co. Inc. (“Lanier”). Lanier has four locations and is a full-service distributor of water, wastewater, storm drainage, agricultural and irrigation products. •On October 10, 2022, the Company acquired certain assets and assumed certain liabilities of Distributors, Inc. (“Distributors”). Distributors has one location and distributes fire protection products. •On October 3, 2022, the Company acquired certain assets and assumed certain liabilities of the municipal waterworks division of Trumbull Industries, Inc., and acquired certain assets and assumed certain liabilities of an affiliated entity, Trumbull Manufacturing, Inc. (collectively “Trumbull”). Trumbull has three locations and distributes a variety of infrastructure products to the waterworks industry. •On August 8, 2022, the Company acquired certain assets and assumed certain liabilities of Inland Water Works Supply, Co. (“Inland”). Inland has one location and distributes waterworks products. •On June 28, 2022, the Company acquired certain assets and assumed certain liabilities of Earthsavers Erosion Control, LLC (“Earthsavers”). Earthsavers has three locations and produces and distributes a variety of geosynthetics products. •On May 2, 2022, the Company acquired certain assets and assumed certain liabilities of Lock City Supply, Inc. (“Lock City”). Lock City has one location and distributes waterworks products. •On March 21, 2022, the Company acquired certain assets and assumed certain liabilities of Dodson Engineered Products, Inc. (“Dodson”). Dodson has one location and distributes waterworks products. The following table represents the preliminary allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2024 Acquisitions and final allocation of the transaction price to the fair value of identifiable assets acquired and liabilities assumed in the Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions:
|  | Fiscal 2024 Acquisitions(1) |  | Fiscal 2023 Acquisitions |  | Fiscal 2022 Acquisitions
Cash |  | $ | 31 |  |  | $ | 5 |  |  | $ | — |
Receivables |  | 96 |  |  | 48 |  |  | 22 |
Inventories |  | 113 |  |  | 52 |  |  | 44 |
Intangible assets |  | 284 |  |  | 107 |  |  | 43 |
Goodwill |  | 336 |  |  | 26 |  |  | 21 |
Property, plant and equipment |  | 16 |  |  | 35 |  |  | 7 |
Operating lease right-of-use assets |  | 22 |  |  | 8 |  |  | 5 |
Other assets, current and non-current |  | 2 |  |  | 4 |  |  | 4 |
Total assets acquired |  | 900 |  |  | 285 |  |  | 146 |
Accounts payable |  | 44 |  |  | 13 |  |  | 11 |
Deferred income taxes |  | 41 |  |  | 8 |  |  | — |
Operating lease liabilities, current and non-current |  | 22 |  |  | 8 |  |  | 5 |
Deferred consideration |  | 14 |  |  | 12 |  |  | 3 |
Other liabilities, current and non-current |  | 6 |  |  | 7 |  |  | — |
Net assets acquired |  | $ | 773 |  |  | $ | 237 |  |  | $ | 127 |
(1) Amounts include the preliminary purchase price allocation of Dana Kepner net assets of $262 million to goodwill, $184 million to intangible assets,$90 million to net working capital, $29 million to cash and $8 million to fixed assets. Additionally, includes a deferred income tax liability of $36 million for the Dana Kepner acquisition. The net outflow of cash in respect of the purchase of businesses is as follows:
|  | Fiscal 2024 Acquisitions |  | Fiscal 2023 Acquisitions |  | Fiscal 2022 Acquisitions
Net assets acquired |  | $ | 773 |  |  | $ | 237 |  |  | $ | 127 |
Plus: Working capital adjustment |  | (1) |  |  | (1) |  |  | 1 |
Less: Cash acquired in acquisition |  | (31) |  |  | (5) |  |  | — |
Total consideration, net of cash; investing cash outflow |  | $ | 741 |  |  | $ | 231 |  |  | $ | 128 |
In the above transactions, to the extent applicable, the excess of purchase price over net tangible and intangible assets acquired resulted in goodwill, which represents the assembled workforce and anticipated long-term growth in new markets, customers and products. Goodwill of $260 million, $11 million and $21 million associated with the Fiscal 2024 Acquisitions, Fiscal 2023 Acquisitions, and Fiscal 2022 Acquisitions, respectively, are fully deductible by the Company for U.S. income tax purposes. Intangible Assets For the Fiscal 2024 Acquisitions, Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions discussed above, the intangible assets acquired consist of customer relationships and other intangible assets. The customer relationship intangible assets represent the value associated with those customer relationships in place at the date of the Fiscal 2024 Acquisitions, Fiscal 2023 Acquisitions and Fiscal 2022 Acquisitions. The Company valued the customer relationships using an excess earnings method using various inputs such as customer attrition rate, revenue growth rate, gross margin percentage and discount rate. Cash flows associated with the existing relationships are expected to diminish over time due to customer turnover. The Company reflected this expected diminishing cash flow through the utilization of an annual customer attrition rate assumption and in its method of amortization. The other intangible assets primarily consist of trademark intangible assets that represent the value associated with the brand names in place at the date of the applicable closing. A summary of the intangible assets acquired and assumptions utilized in the valuation, for the acquisitions is as follows:
| Intangible Asset Amount |  | Weighted Average Amortization Period |  | Weighted Average Discount Rate |  | Weighted Average Attrition Rate
Customer Relationships |  |  |  |  |  |  |
Fiscal 2024 Acquisitions(1) | $ | 279 |  |  | 10 years |  | 13.5 | % |  | 12.5 | %
Fiscal 2023 Acquisitions | 106 |  |  | 10 years |  | 16.0 | % |  | 13.2 | %
Fiscal 2022 Acquisitions | 43 |  |  | 10 years |  | 15.6 | % |  | 12.1 | %
Other Intangible Assets |  |  |  |  |  |  |
Fiscal 2024 Acquisitions | $ | 5 |  |  | 5 years |  | 13.6 | % |  | N/A
Fiscal 2023 Acquisitions | 1 |  |  | 2 years |  | 15.5 | % |  | N/A
(1) Customer relationships acquired and assumptions utilized in the valuation for the Dana Kepner acquisition were as follows: $181 million customer relationship intangible asset, 10 years amortization period, 13.0% discount rate and 12.5% attrition rate. Pro Forma Financial Information The following pro forma information presents a summary of the results of operations for the periods indicated as if the Dana Kepner acquisition had been completed as of January 30, 2023. The pro forma financial information is based on the historical financial information for the Company and Dana Kepner, along with certain pro forma adjustments. These pro forma adjustments consist primarily of: •increased amortization and depreciation expense related to the intangible assets and fixed assets acquired, respectively, in the Dana Kepner acquisition; •increased interest expense to reflect the borrowings under the Senior Term Loan Credit Facility including the interest and amortization of deferred financing costs; •reclassification of direct acquisition transaction costs, retention bonuses and inventory fair value adjustments from the period incurred to periods these expenses would have been recognized given the assumed transaction date identified above; and •the related income tax effects of the aforementioned adjustments to the provision for income taxes for Core & Main. The following pro forma information has been prepared for comparative purposes only and is not necessarily indicative of the results of operations as they would have been had the Dana Kepner acquisition occurred on the assumed date, nor is it necessarily an indication of future operating results. In addition, the pro forma information does not reflect the cost of any integration activities, benefits from any synergies that may be derived from the Dana Kepner acquisition or revenue growth that may be anticipated.
|  |  |  |  |  | Fiscal Years Ended
|  |  |  |  |  | February 2, 2025 |  | January 28, 2024
Net sales |  |  |  |  |  | $ | 7,470 |  |  | $ | 7,034 |
Net income |  |  |  |  |  | 435 |  |  | 519 |
As a result of integration of the Dana Kepner acquisition with existing operations of the Company it is impracticable to identify the discrete financial performance associated with the Dana Kepner acquisition. As such, the Company has not presented the post-acquisition net sales and net income for the Dana Kepner acquisition.

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