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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions On April 1, 2022, the Company completed its acquisition of 100.0% 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 14 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 allows 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 the April 1, 2022 acquisition date, and as such, only includes ETANCO's results of operations for the nine months ending December 31, 2022. ETANCO had net sales of $212.6 million and a net loss of $5.9 million for the nine months ended December 31, 2022, which includes costs related to fair-value adjustments for acquired inventory, amortization of acquired intangible assets, and expenses incurred for integration. Purchase price allocation The Acquisition was accounted for using the acquisition method of accounting in accordance with A SC 805, Business Combinations (“ASC 805”) which requires, among other things, assets acquired and liabilities assumed in a business combination be recorded at fair value as of the acquisition date with limited exceptions. The allocation of the $824.4 million purchase price, including cash, 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 |  |  | 107,185 |
Other current assets |  |  | 4,491 |
Property and equipment, net |  |  | 89,695 |
Operating lease right-of-use assets |  |  | 5,361 |
Goodwill |  |  | 365,591 |
Intangible assets, net |  |  | 357,327 |
Other noncurrent assets |  |  | 2,881 |
Total assets |  |  | 1,015,148 |
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 |  |  | 117,031 |
Total purchase price |  |  | $ | 824,405 |
Trade accounts receivable, net The gross amount of trade receivables acquired was approximately $67.4 million, of which $66.0 million was collected, in excess of the original collectible estimate of $63.6 million. 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 $13.6 million to estimated fair value based on expected selling prices less a reasonable amount for selling efforts. The fair value adjustment was fully recognized as a component of cost of sales over the inventory’s estimated turnover period during the nine months ended December 31, 2022. There were no such adjustments during the twelve months ended December 31, 2024 and 2023. Property and equipment, net Acquired property and equipment includes land of $16.1 million, buildings and site improvements of $32.5 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 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, and machinery, equipment and software will depreciate on an accelerated basis over an estimated useful life of three to ten years. 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 was allocated to components within ETANCO. Intangible assets, net The estimated fair value of intangible assets acquired was determined primarily using income approach methodologies. The values allocated to intangible assets and the useful lives are as follows:
(in thousands except useful life) |  |  | 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. Deferred taxes As a result of the increase in fair value of inventory, property and equipment, and intangible assets, deferred tax liabilities of $105.9 million were recognized, primarily due to intangible assets. Acquisition and integration related costs During the year ended December 31, 2022, the Company incurred acquisition and integration related expenses of $17.3 million. These costs were included in the Company's income from operations. 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:
| Years Ended December 31,
(in thousands) | 2022 | 2021
Net sales | $ | 2,195,271 |  | $ | 1,884,654 |
Net income | $ | 363,527 |  | $ | 261,389 |
Pro forma earnings per common share: |  |
Basic | $ | 8.47 |  | $ | 6.03 |
Diluted | $ | 8.44 |  | $ | 6.00 |
Weighted average shares outstanding: |  |
Basic | 42,925 |  | 43,325 |
Diluted | 43,047 |  | 43,532 |
The unaudited pro forma results above includes the following non-recurring charges to net income: 1) Acquisition and integration related costs of $17.3 million which were incurred during the twelve months ended December 31, 2022, were adjusted as if such costs were incurred during the twelve months ended December 31, 2021. 2) The $13.6 million fair value adjustment for inventory recognized during the twelve months ended December 31, 2022, was adjusted as if incurred during the twelve months ended December 31, 2021. 3) Net income for ETANCO includes adjustments of $0.4 million and $3.2 million to conform ETANCO’s historical financial results prepared under French GAAP to U.S. GAAP for the twelve months ended December 31, 2022, and December 31, 2021, respectively. 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. During the year ended December 31, 2024, the Company also completed three other acquisitions that were not material to the Company's consolidated financial statements, individually and in aggregate. Accordingly, pro-forma historical results of operations related to these business acquisitions during the year ended December 31, 2024 have not been presented, but summarized below. On June 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of Calculated Structured Designs, Inc. ("CSD"), a software development company providing solutions for the engineered wood, engineering, design and building industries in North America, Australia and the UK. On August 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of Monet DeSauw Inc. and certain properties of Callaway Properties, LLC (together with its subsidiaries, “Monet”) for a total purchase consideration of approximately $48.7 million net of cash received and liabilities assumed. Monet specializes in the production of large-scale saws and material handling equipment for the truss industry in the United States. On September 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of QuickFrames USA, LLC (QuickFrames), a manufacturer of pre-engineered structural support systems for commercial construction with sales in North America. The following table summarizes the Company's preliminary purchase price allocations of assets acquired and liabilities assumed as of the acquisition dates for the twelve months ended December 31, 2024, including the related estimated useful lives, where applicable:
|  | Amounts (in thousands) |  | Estimated Useful Life (in years)
Net working capital |  | $ | 3,165 |  |  |
Land |  | 310 |  |  |
Machinery and Equipment |  | 396 |  |  | 1 - 5
Building Improvements |  | 500 |  |  | 28
Intangible assets |  |  |  | 8
Tradename and other (definite) |  | 1,088 |  |  | 10
Tradename (indefinite) |  | 11,900 |  |  |
Customer relationships |  | 10,761 |  |  | 7
Developed technology |  | 13,008 |  |  | 5 - 10
Patent |  | 15,800 |  |  | 10
Goodwill |  | 32,821 |  |  |
Liabilities assumed |  | (10,482) |  |  |
Total net assets acquired and liabilities assumed |  | $ | 79,267 |  |  |
The valuations of assets acquired and liabilities assumed for CSD and QuickFrames have not yet been finalized as of December 31, 2024, and finalization of these valuations during the measurement period could result in a change in the amounts recorded. The completion of the valuations for CSD and QuickFrames will occur no later than one year from the acquisition dates as required by U.S. GAAP. The amount of goodwill generated from these acquisitions is deductible for tax purposes.

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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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