v3.26.3
Acquisitions
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions
13. Acquisitions:

Heat Controller

In July 2026, we acquired 100% of the outstanding shares of common stock of Dusk Acquisition II Corporation and its subsidiaries Heat Controller, LLC and Aitons Equipment ULC (collectively, "Heat Controller"). Heat Controller serves distributors across North America and strengthens the Company's ability to serve small and mid-size HVAC distributors by expanding access to differentiated equipment offerings while creating new opportunities to broaden our share in the North American HVAC market. Excluding cash received at the closing, the total cash consideration paid was $215.3 million.

The purchase price was allocated to the assets acquired and liabilities assumed based on management’s estimate of their respective fair values at the date of acquisition. Goodwill was calculated as the excess of the consideration transferred over the net assets recognized and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The factors contributing to the recognition of goodwill were the assembled workforce and strategic benefits that are expected to be realized from the acquisition.

The purchase price allocation is preliminary and subject to revision as additional information about the fair value of assets acquired and liabilities assumed becomes available. Under the terms of the purchase agreement, a final working capital adjustment is due in the fourth quarter of 2026. The preliminary allocation of the purchase price as of the acquisition date was as follows:
(Amounts in millions)Amount
Total consideration paid$215.3 
Cash and cash equivalents6.7 
Accounts receivable, net20.6 
Inventory, net59.2 
Other current assets2.0 
Property, plant and equipment1.2 
Right-of-use assets from operating leases10.5 
Other assets, net0.4 
Intangible assets acquired74.6 
Accounts payable(26.8)
Accrued expenses(4.0)
Current operating lease liabilities(2.1)
Long-term operating lease liabilities(8.4)
Other liabilities(6.8)
Total net assets acquired$127.1 
Goodwill as of acquisition date$88.2 

The purchase price allocation includes $74.6 million of acquired identifiable intangible assets, all of which have finite lives. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow
analysis. The estimates are based on inputs that are not observable in the market, and therefore represent non-recurring Level 3 inputs.The determination of the useful lives is based upon various industry studies, historical acquisition experience, and economic factors.

(Amount in millions)Gross Carrying AmountUseful LifeAmortization Method
Customer relationships$59.0 10 yearsStraight-line
Trade names15.6 20 yearsStraight-line
Total$74.6 

Subsequent to the purchase of Heat Controller, we recognized net sales of approximately $29.5 million and the acquired business contributed approximately $1.2 million to the Home Comfort Solutions segment profit from the date of acquisition through September 30, 2026. Estimated tax deductible goodwill of $31.5 million was generated as a result of the acquisition.

Duro Dyne and Supco

In October 2025, we completed the acquisition of Duro Dyne and Supco, a robust portfolio of HVAC parts and supplies that complement our existing residential and commercial offerings. Under the terms of the purchase agreement, a final working capital adjustment was completed in the first quarter of 2026. This working capital adjustment resulted in a $2.3 million increase in the purchase price. Additionally, during the first quarter of 2026 we made certain purchase price adjustments. The following table details the purchase price adjustments that were made through the third quarter of 2026 (in millions):

December 31, 2025AdjustmentSeptember 30, 2026
Net tangible assets acquired$39.1 $(2.6)$36.5 
Intangible assets acquired(1)
235.0 — 235.0 
Goodwill277.2 4.9 282.1 
Total investment$551.3 $2.3 $553.6 

(1) The intangible assets acquired were estimated using the income approach through a discounted cash flow analysis. The estimates are based on inputs that are not observable in the market, and therefore represent non-recurring Level 3 inputs.
The valuation of assets acquired and liabilities assumed in connection with the Duro Dyne and Supco acquisition was finalized in the third quarter of 2026.