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Acquisitions | 6 Months Ended
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Jun. 30, 2025
Business Combinations [Abstract] |
Acquisitions | NOTE 4. ACQUISITIONS Zahner In December 2024, we acquired the issued and outstanding shares of Zahner for $30.0 million, net of $16.0 million of cash acquired. During the second quarter of 2025, the purchase price for Zahner was reduced by $0.8 million based on customary net working capital adjustments. The total fair value of cash and other tangible assets acquired, less liabilities assumed, was $17.9 million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $10.9 million, property, plant and equipment of $10.4 million, operating right of use (“ROU”) assets and lease liabilities of $2.9 million, finance ROU assets and lease liabilities of $8.9 million and accounts payable and accrued liabilities of $19.7 million. The total fair value of identifiable intangible assets acquired was $16.1 million, resulting in $11.2 million of goodwill. The following table summarizes the fair values of identifiable intangible assets acquired, and their estimated useful lives:
|  | Fair Value at Acquisition Date |  |  | Estimated Useful Life
Trademarks and brand names |  | $ | 5.8 |  |  | 15 years
Customer relationships |  |  | 4.4 |  |  | 5 years
Backlog |  |  | 4.3 |  |  | 2 years
Non-compete agreements |  |  | 1.6 |  |  | 3 years
Total identifiable intangible assets |  | $ | 16.1 |  |  |
3form In April 2024, we acquired the issued and outstanding membership interests in 3form for $93.5 million, net of $0.5 million of cash acquired. The total fair value of cash and other tangible assets acquired, less liabilities assumed, was $34.5 million. The fair value of significant classes of non-cash tangible assets acquired and liabilities assumed included accounts receivable of $6.6 million, inventory of $7.9 million, property, plant and equipment of $35.0 million, operating ROU assets of $10.1 million, operating lease liabilities of $10.0 million and accounts payable and accrued liabilities of $16.3 million. The total fair value of identifiable intangible assets acquired was $37.6 million, resulting in $21.9 million of goodwill. Goodwill from the Zahner and 3form acquisitions relates to many factors, including the technical competencies and capabilities of the acquired workforce and our strategic intent to integrate and leverage those competencies and capabilities to advance and expand our portfolio of solutions and offerings. All of the acquired goodwill is deductible for tax purposes. The following table summarizes the Zahner and 3form results included in our Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and six months ended June 30, 2025 and 2024:
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales |  | $ | 45.0 |  |  | $ | 16.7 |  |  | $ | 86.1 |  |  | $ | 16.7 |
Operating income (1) |  |  | 5.1 |  |  |  | 0.1 |  |  |  | 8.2 |  |  |  | 0.1 |
(1) For the three and six months ended June 30, 2025, operating income included depreciation and amortization of $4.0 million and $8.2 million, respectively. For the three and six months ended June 30, 2024, operating income included depreciation and amortization of $1.9 million. Pro forma Financial Information The following table summarizes aggregate unaudited as reported and pro forma information assuming the acquisitions of Zahner and 3form had occurred on January 1, 2024. The unaudited pro forma results include the depreciation and amortization associated with the acquired assets. The unaudited pro forma results do not include any expected benefits from the Zahner and 3form acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2024.
|  | Three Months Ended |  |  | Six Months Ended |
|  | June 30, |  |  | June 30, |
|  | 2025 |  |  | 2024 |  |  | 2025 |  |  | 2024 |
Net sales, pro forma |  | $ | 424.6 |  |  | $ | 415.2 |  |  | $ | 807.3 |  |  | $ | 773.2 |
Net sales, as reported |  |  | 424.6 |  |  |  | 365.1 |  |  |  | 807.3 |  |  |  | 691.4 |
Earnings before income taxes, pro forma |  |  | 116.0 |  |  |  | 89.6 |  |  |  | 206.9 |  |  |  | 170.0 |
Earnings before income taxes, as reported |  |  | 115.3 |  |  |  | 87.1 |  |  |  | 206.0 |  |  |  | 167.3 |

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