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Acquisitions
 9 Months Ended
Sep. 30, 2025
Business Combination [Abstract]  
Acquisitions

NOTE 4. ACQUISITIONS

Geometrik

In September 2025, we acquired the issued and outstanding shares of Geometrik for a purchase price of $7.5 million, plus additional contingent consideration payable upon the achievement of certain future performance obligations in 2027 and 2028 not to exceed $1.5 million. The purchase price is subject to customary post-closing adjustments for working capital. We, with the assistance of an independent, third-party valuation specialist, utilized a Monte Carlo simulation and determined the estimated fair value of the contingent consideration was $0.3 million at the acquisition date, resulting in an initial purchase price of $7.8 million. The total fair value of cash and other tangible assets acquired, less liabilities assumed, was $1.7 million, resulting in $6.1 million of goodwill. Included in net tangible assets acquired were operating right of use (“ROU”) assets and lease liabilities with a fair value of $3.8 million. Valuations for assets acquired and liabilities assumed are based on preliminary estimates that are subject to revisions and may result in adjustments to preliminary amounts as valuations are finalized.

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 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.

Consolidated Financial Information

Goodwill from the Geometrik, 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. The acquired goodwill associated with the Zahner and 3form acquisitions are deductible for tax purposes.

The following table summarizes the Geometrik, Zahner and 3form results included in our Condensed Consolidated Statements of Earnings and Comprehensive Income for the three and nine months ended September 30, 2025 and 2024:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales

 

$

39.3

 

 

$

23.2

 

 

$

125.4

 

 

$

39.9

 

Operating income (1)

 

 

2.3

 

 

 

0.5

 

 

 

10.5

 

 

 

0.6

 

 

(1)
For the three and nine months ended September 30, 2025, operating income included depreciation and amortization of $3.8 million and $12.0 million, respectively. For the three and nine months ended September 30, 2024, operating income included depreciation and amortization of $2.5 million and $4.4 million, respectively.

Pro forma Financial Information

The following table summarizes aggregate unaudited as reported and pro forma information assuming the acquisitions of Geometrik, 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 Geometrik, 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

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales, pro forma

 

$

426.5

 

 

$

423.8

 

 

$

1,235.7

 

 

$

1,199.9

 

Net sales, as reported

 

 

425.2

 

 

 

386.6

 

 

 

1,232.5

 

 

 

1,078.0

 

Earnings before income taxes, pro forma

 

 

109.9

 

 

 

104.3

 

 

 

316.3

 

 

 

275.3

 

Earnings before income taxes, as reported

 

 

109.5

 

 

 

103.8

 

 

 

315.5

 

 

 

271.1