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Business Combinations
3 Months Ended
Mar. 31, 2022
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 17 — BUSINESS COMBINATIONS

The following table summarizes the net assets acquired from the acquisitions in 2021 (amounts in millions):

 

ScottTech

 

Baron

 

Gibson

 

Midwest Mine

 

Ambrose

 

Ginop

 

Total

 

Cash

$

0.5

 

$

 

$

 

$

0.4

 

$

0.2

 

$

0.7

 

$

1.8

 

Accounts receivable

 

0.9

 

 

 

 

2.4

 

 

3.3

 

 

1.5

 

 

0.4

 

 

8.5

 

Inventory

 

0.3

 

 

0.3

 

 

3.6

 

 

1.4

 

 

9.0

 

 

14.7

 

 

29.3

 

Prepaid and other assets

 

0.1

 

 

0.3

 

 

0.5

 

 

 

 

 

 

 

 

0.9

 

Rental fleet, net

 

 

 

 

 

8.8

 

 

0.9

 

 

3.4

 

 

 

 

13.1

 

Property and equipment, net

 

0.4

 

 

0.2

 

 

1.0

 

 

1.3

 

 

0.7

 

 

 

 

3.6

 

Intangible assets

 

0.9

 

 

 

 

 

 

1.3

 

 

2.5

 

 

15.2

 

 

19.9

 

Goodwill

 

0.6

 

 

0.8

 

 

0.3

 

 

1.1

 

 

3.8

 

 

14.0

 

 

20.6

 

Total Assets

$

3.7

 

$

1.6

 

$

16.6

 

$

9.7

 

$

21.1

 

$

45.0

 

$

97.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floor plan payable

 

 

 

 

 

(4.4

)

 

 

 

(3.3

)

 

(9.4

)

 

(17.1

)

Accounts payable

 

(0.3

)

 

 

 

(0.6

)

 

(1.5

)

 

(1.6

)

 

(1.1

)

 

(5.1

)

Accrued expenses

 

(0.1

)

 

 

 

(0.3

)

 

(0.2

)

 

(1.9

)

 

(0.2

)

 

(2.7

)

Other current liabilities

 

(0.9

)

 

(0.3

)

 

 

 

(1.1

)

 

 

 

(0.4

)

 

(2.7

)

Deferred tax liability

 

 

 

 

 

 

 

 

 

 

 

(3.7

)

 

(3.7

)

Other liabilities

 

 

 

 

 

(0.7

)

 

 

 

 

 

 

 

(0.7

)

Total liabilities

$

(1.3

)

$

(0.3

)

$

(6.0

)

$

(2.8

)

$

(6.8

)

$

(14.8

)

$

(32.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets Acquired

$

2.4

 

$

1.3

 

$

10.6

 

$

6.9

 

$

14.3

 

$

30.2

 

$

65.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets acquired net of cash

$

1.9

 

$

1.3

 

$

10.6

 

$

6.5

 

$

14.1

 

$

29.5

 

$

63.9

 

Ginop

On December 31, 2021, the Company acquired the stock of Ginop, a privately held construction and agricultural equipment distributor, for a total purchase price of $30.2 million, which includes $0.9 million of the potential $1.5 million additional earn-out payments tied to post closing performance of the Ginop business. The Company acquired $0.7 million of cash and $0.3 million of estimated excess working capital in the transaction, yielding an enterprise value of approximately $29.2 million. The acquisition strengthens our construction product and service offerings in Northern Michigan and expands our relationship with Kubota.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

The following table summarizes the components of the purchase price at December 31, 2021 (amounts in millions):

Cash consideration paid *

 

$

29.3

 

Earn-out liability

 

 

0.9

 

Total purchase price

 

$

30.2

 

 

*Includes $0.7 million cash acquired as part of the Business Combination

Ambrose Equipment, LLC ("Ambrose")

On December 31, 2021, the Company acquired the assets of Ambrose, a privately held construction equipment distributor, for a total purchase price of $14.3 million, including a $1.2 million adjustment to the purchase price which occurred subsequent to the 2021 year-end audit. The Company acquired $0.2 million of cash and $0.6 million of estimated working capital deficit in the transaction, yielding an enterprise value of approximately $14.7 million. Ambrose has been the Northeast’s premier asphalt equipment dealer for more than 33 years, with locations in New Hampshire and Massachusetts.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as

soon as practical but no later than one year from the acquisition date. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

Midwest Mine Services, LLC ("Midwest Mine")

On December 1, 2021, the Company acquired the assets of Midwest Mine for a total purchase price of $6.9 million. Midwest Mine fabricates, and installs full aggregate processing plants for quarries, mines and recycling operations throughout the United States and is well-established in the Ohio and Michigan markets.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

Gibson Machinery, LLC ("Gibson")

On October 1, 2021, the Company acquired the assets of Gibson, a privately held premium equipment distributor, for a total purchase price of $10.6 million. The acquisition included $1.2 million of floorplan-eligible new equipment inventory and the Company assumed $4.4 million of equipment financing at closing, yielding an enterprise value at close of approximately $13.8 million. Gibson expands our geographic footprint and presence into Ohio and broadens our construction equipment product portfolio, OEM relationships, and service offerings.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

Baron Industries ("Baron")

On September 1, 2021, the Company acquired Baron, a privately held dock & door business, for a total purchase price of $1.3 million. Baron specializes in commercial overhead loading dock doors and equipment, hydraulic lifts, and vertical reciprocating conveyors. The acquisition is another step in the Company’s strategy to build out a full-service warehousing and logistics offering within the Material Handling segment.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

ScottTech, LLC ("ScottTech")

On March 1, 2021, the Company acquired all the assets of ScottTech, a material handling, warehouse control software, and turn-key warehouse system integration services provider, for a total purchase price of $2.4 million, paid out of available funds.

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements. The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property and equipment were estimated to approximate their respective acquisition date net book values. Costs and expenses related to the acquisition were expensed as incurred in operating expenses.