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Acquisitions | 3 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Acquisitions | Acquisition On April 1, 2022, the Company completed its acquisition of 100% of the outstanding equity interest of FIXCO Invest S.A.S. (together with its subsidiaries, "ETANCO") for total purchase consideration of $805.4 million, net of cash acquired (the "Acquisition"). The Acquisition was completed pursuant to the securities purchase agreement dated January 26, 2022, as amended (the “SPA”), by and among the Company, Fastco Investment, Fastco Financing, LRLUX and certain other security holders. The purchase price for the Acquisition was paid using cash on hand and borrowings in the amount of $250.0 million under the revolving credit facility and $450.0 million under the term loan facility. See Note 13 for further information on the Amended and Restated Credit Facility. ETANCO is a manufacturer and distributor of fastener and fixing products headquartered in France and its primary product applications directly align with the addressable markets in which the Company operates. The Acquisition will allow the Company to enter into new commercial building markets such as façades, waterproofing, safety and solar, as well as grow its share of direct business sales in Europe. ETANCO’s results of operations were included in the Company's consolidated financial statements from April 1, 2022 acquisition date. The Company's three and nine months ended September 30, 2022 results of operation only includes ETANCO's results of operations for the six months ending September 30, 2022, subsequent to the acquisition. ETANCO had net sales of $67.5 million and a net loss of $1.8 million, and net sales of $147.8 million and a net loss of $3.7 million, for the three and nine months ended September 30, 2022, respectively, which includes costs related to fair-value adjustments for acquired inventory, amortization of acquired intangible assets, and expenses incurred for integration. The allocation of the purchase price is preliminary and subject to change, including any costs and expenses already recognized, as the Company refines its estimates over the measurement period, which is expected to be finalized by the end of the 2022 fiscal year. Purchase price allocation The Acquisition was accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations (“ASC 805”) which requires, among other things, that assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions. Preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations as of April 1, 2022. Due to the timing and significance of the Acquisition, the estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, contingent liabilities, goodwill and useful lives of intangible assets are subject to change as the Company obtains additional information during the measurement period of up to 12 months from the acquisition date. The preliminary allocation of the $824.4 million purchase price to the estimated fair values of the tangible and intangible assets acquired and liabilities assumed is as follows:
(in thousands) |  |  | Amount
Cash and cash equivalents |  |  | $ | 19,010 |
Trade accounts receivable, net |  |  | 63,607 |
Inventory |  |  | 105,641 |
Other current assets |  |  | 4,491 |
Property and equipment, net |  |  | 89,143 |
Operating lease right-of-use assets |  |  | 4,920 |
Goodwill |  |  | 368,672 |
Intangible assets, net |  |  | 357,327 |
Other noncurrent assets |  |  | 1,428 |
Total assets |  |  | 1,014,239 |
Trade accounts payable |  |  | 46,457 |
Accrued liabilities and other current liabilities |  |  | 22,079 |
Operating lease liabilities |  |  | 5,176 |
Deferred income tax and other long-term liabilities |  |  | 116,122 |
Total purchase price |  |  | $ | 824,405 |
Trade accounts receivable, net The gross amount of trade receivables acquired was approximately $67.4 million, of which $63.6 million is estimated to be recoverable based on ETANCO's historical trend for collections. Inventory Acquired inventory primarily consists of raw materials and finished goods consisting of building and construction materials products. The Company adjusted acquired finished goods higher by $12.8 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts. The fair value adjustment is recognized as a component of cost of sales over the inventory’s expected turnover period and was $3.6 million and $12.8 million during the three and nine months ended September 30, 2022, respectively. Property and equipment, net Acquired property and equipment includes land of $15.9 million, buildings and site improvements of $32.1 million, and machinery, equipment, and software of $41.1 million. The estimated fair value of property and equipment was determined primarily using market and/or or cost approach methodologies. The acquired fair value for buildings and site improvements will depreciate on a straight-line basis over the estimated useful lives of the assets for a period of up to sixteen years, machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of three to ten years. Depreciation expense associated with the acquired property and equipment amounted to $2.2 million and $3.6 million for the three and nine months ended September 30, 2022, respectively. Goodwill The excess of purchase price over the net assets acquired is recognized as goodwill and relates to the value that is expected from the acquired assembled workforce as well as the increased scale and synergies resulting from the integration of both businesses. The goodwill recognized from the Acquisition is not deductible for local income tax purposes. Goodwill will be allocated to reporting units within the European reporting segment when the purchase price allocation is finalized during the measurement period. Intangible assets, net The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies. The preliminary values allocated to intangible assets and the useful lives are as follows:
(in thousands except useful lives) |  |  | Weighted-average useful life (in years) | Amount
Customer relationships |  |  | 15 | $ | 248,398 |
Trade names |  |  | Indefinite | 93,811 |
Developed technology |  |  | 10 | 11,256 |
Patents |  |  | 8 | 3,862 |
|  |  |  | $ | 357,327 |
The acquired definite-lived intangible assets will be amortized on a straight-line basis over estimated useful lives, which approximates the pattern in which these assets are utilized. The Company recognized $4.4 million and $8.6 million of amortization expense on these assets during the three and nine ended September 30, 2022, respectively. Deferred taxes As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $105.4 million were recognized, primarily due to intangible assets. Acquisition and integration related costs During the three months and nine ended September 30, 2022 and the year ended December 31, 2021, the Company incurred acquisition and integration related expenses of $1.9 million, $14.7 million and $2.3 million, respectively. The fiscal 2022 amounts have been included in acquisition and integration related costs in the Company’s income from operations, while the 2021 amounts were included in interest expense, net and other. These acquisition and integration related costs consisted of investment banking, legal, accounting, advisory, and consulting fees. Unaudited pro forma results The following unaudited pro forma combined financial information presents estimated results as if the Company acquired ETANCO on January 1, 2021. The unaudited pro forma financial information as presented below is for informational purposes only and does not purport to actually represent what the Company’s combined results of operations would have been had the Acquisition occurred on January 1, 2021, or what those results will be for any future periods. The following unaudited pro forma consolidated financial information has been prepared using the acquisition method of accounting in accordance with U.S. GAAP:
| Three Months Ended September 30, |  | Nine Months Ended September 30,
(in thousands) | 2022 |  | 2021 |  | 2022 |  | 2021
Net sales | $ | 553,662 |  |  | $ | 472,172 |  |  | $ | 1,719,648 |  |  | $ | 1,395,751 |
Net income | $ | 92,327 |  |  | $ | 70,456 |  |  | $ | 302,579 |  |  | $ | 181,118 |
Pro forma earnings per common share: |  |  |  |  |  |  |
Basic | $ | 2.16 |  |  | $ | 1.63 |  |  | $ | 7.03 |  |  | $ | 4.18 |
Diluted | $ | 2.15 |  |  | $ | 1.62 |  |  | $ | 7.01 |  |  | $ | 4.16 |
Weighted average shares outstanding: |  |  |  |  |  |  |
Basic | 42,813 |  |  | 43,276 |  |  | 43,044 |  |  | 43,287 |
Diluted | 42,916 |  |  | 43,485 |  |  | 43,173 |  |  | 43,500 |
The unaudited pro forma results above includes the following non-recurring charges to net income: 1) Acquisition and integration related costs of $1.9 million, $14.7 million, and $2.3 million, which were incurred during the three months ended September 30, 2022, nine months ended September 30, 2022, and three months ended December 31, 2021, respectively, were adjusted as if such costs were incurred during the three months ended March 31, 2021. 2) The $3.6 million and $12.8 million of amortization related to the fair value adjustment for inventory and recognized during the three and nine months ended September 30, 2022, respectively, were adjusted as if incurred during the nine months ended September 30, 2021. 3) Net income for ETANCO includes adjustments of $0.6 million and $2.7 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S. GAAP for the three and nine months ended September 30, 2021, respectively. In addition, $0.4 million in French to U.S. GAAP adjustments were made for the nine months ended September 30, 2022. The U.S. GAAP adjustments are primarily related to share-based payments expense on awards that were settled prior to the Acquisition, and costs incurred and capitalized by ETANCO on its historical acquisitions.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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