ACQUISITIONS

Acquisition of Westech Vac Systems Ltd.

On January 5, 2016, the Company completed the acquisition of 100% of the stock of Westech Vac Systems, Ltd. (“Westech”), a Canadian manufacturer of high-quality, rugged vacuum trucks, from Advance Engineered Products Ltd. The Company expects that Westech will provide an efficient entry into a new line of product offerings and access to new markets. As the acquisition closed on January 5, 2016, the assets and liabilities of Westech have been consolidated into the Condensed Consolidated Balance Sheet as of September 30, 2016, while the post-acquisition results of operations have been included in the Condensed Consolidated Statements of Operations, within the Environmental Solutions Group.

Cash consideration paid by the Company to acquire Westech was approximately $6.0 million. The assets acquired and liabilities assumed in the Westech acquisition have been measured at their fair values at the acquisition date, resulting in an assignment of $1.7 million to goodwill, which is not deductible for tax purposes, and $1.4 million to intangible assets. As of September 30, 2016, the Company’s purchase price allocation is considered to be final.

The acquisition was not, and would not have been, material to the Company’s results of operations, financial condition or cash flow during any period presented. Accordingly, the Company’s consolidated results from operations do not differ materially from historical performance as a result of the acquisition, and therefore, pro-forma results are not presented.

Acquisition of JJE

On June 3, 2016, the Company completed the acquisition of substantially all of the assets and operations of JJE, a Canadian-based distributor of maintenance equipment for municipal and industrial markets. The Company expects that JJE will facilitate sales of its existing products into new markets, expand the Company’s product and service offerings and increase the Company’s footprint across North America. As the acquisition closed on June 3, 2016, the assets and liabilities of JJE have been consolidated into the Condensed Consolidated Balance Sheet as of September 30, 2016, while the post-acquisition results of operations have been included in the Condensed Consolidated Statements of Operations, within the Environmental Solutions Group.

The initial cash consideration paid by the Company to acquire JJE was approximately $96.6 million, inclusive of a payment of a working capital adjustment, which was finalized subsequent to the end of the third quarter without requiring any additional payment from either party. In addition, there is a deferred payment of C$8.0 million (approximately $6.1 million) and a contingent earn-out payment of up to C$10.0 million (approximately $7.6 million). The earn-out payment is contingent upon the achievement of certain financial targets and objectives. The deferred payment, and any contingent earn-out payment, are due to be paid in June 2019.

The acquisition is being accounted for in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations. Accordingly, the total purchase price has been allocated on a preliminary basis to assets acquired and liabilities assumed in connection with the acquisition based on their estimated fair values as of the completion of the acquisition. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. The Company’s purchase price allocation as of September 30, 2016 reflects various provisional estimates that were based on the information that was available as of the acquisition date and up to the subsequent filing date of this Form 10-Q. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, however the determination of those fair values is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation by the end of the fourth quarter.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:



(in millions)
Purchase price, inclusive of working capital adjustment ^(a)	$	96.6
Estimated fair value of additional consideration ^(b)	10.3
Settlement of pre-existing contractual relationship ^(c)	11.4
Total consideration	118.3

Accounts receivable	12.2
Inventories	28.8
Prepaid expenses and other current assets	0.8
Rental equipment	75.9
Properties and equipment	2.0
Intangible assets ^(d)	8.4
Capital lease obligations	(0.5		)
Accounts payable^(c)	(11.5		)
Customer deposits	(0.8		)
Accrued liabilities	(2.0		)
Net assets acquired	113.3

Goodwill ^(e)	$	5.0


(a)	The initial purchase price was funded with existing cash on hand and borrowings under the Company’s revolving credit facility.


(b)	Includes estimated fair value of contingent earn-out payment ($4.9 million) and the deferred payment ($5.4 million) as of the acquisition date. Included as a component of Other long-term liabilities on the Condensed Consolidated Balance Sheet. See Note 14 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.


(c)	Represents the non-cash settlement of accounts receivable due from JJE to the Company as of the acquisition date. Corresponding amount payable by JJE to the Company is not included in accounts payable assumed in the table above, and the amount was settled at fair value with no impact on the Condensed Consolidated Statement of Operations.


(d)	Represents the preliminary fair value assigned to the JJE trade name, which is considered to be an indefinite-lived intangible asset.


(e)	The majority of goodwill is expected to be deductible for tax purposes.

Under ASC 805-10, acquisition related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. The Company incurred $0.9 million of acquisition related costs in the nine months ended September 30, 2016, which have been recorded in Acquisition and integration related expenses on the Condensed Consolidated Statement of Operations.

As further explained in Note 14 – Fair Value Measurements, in the three and nine months ended September 30, 2016, the Company recognized expenses of $0.2 million and $0.2 million, respectively, associated with the change in the fair value of the contingent consideration liability. In addition, in the three and nine months ended September 30, 2016, the Company recognized expenses of $0.1 million and $0.1 million, respectively, relation to the accretion of the discount on the deferred payment obligation. These expenses have been included as a component of Acquisition and integration related expenses on the Condensed Consolidated Statement of Operations.

In the period between the June 3, 2016 closing date and September 30, 2016, on a standalone basis, JJE generated $49.5 million of net sales and $0.7 million of operating income, after recognizing expenses of $3.0 million and $0.3 million relating to purchase accounting and acquisition-related effects, respectively. The Company has included the operating results of JJE within the Environmental Solutions Group in its condensed consolidated financial statements since the closing date.

In connection with the acquisition of JJE, the Company entered into lease agreements for two facilities owned by affiliates of the sellers of JJE. Both agreements include an annual rent that is considered to be market-based, and are for an initial lease term of five years, with options to renew. In the three and nine months ended September 30, 2016, total rent paid under these agreements to the former shareholders of JJE, some of whom are now employees of the Company, was approximately $0.1 million.

The Company’s net sales to JJE prior to the acquisition were $21.6 million and $41.8 million for the nine months ended September 30, 2016 and 2015, respectively, and $12.1 million in the three months ended September 30, 2015.

The Company has not presented unaudited pro forma combined results of operations of the Company and JJE for the three and nine months ended September 30, 2016 and 2015, because it is considered impracticable to do so, primarily because of the revenue and profit deferral impacts associated with the Company’s historical sales to JJE. Under common ownership, the timing of revenue and profit recognition will change, in that revenue and profit will no longer be recognized on sales from the Company to JJE when delivery has occurred, and all other revenue recognition criteria have been satisfied, as was the case prior to the acquisition. Quantification of the revenue and profit deferral impacts of such historical sales and reflecting pro forma combined results assuming the transaction occurred on January 1, 2016 and 2015 with any reasonable level of accuracy is considered impracticable as it would require significant estimates, including estimating the mix of such historical sales (i.e. sales of units to JJE that were subsequently sold to end customers, sales of units to JJE that were not yet sold through to end customers or sales of units to JJE that were placed in the rental fleet), as well as estimating the timing and amounts of any of JJE’s subsequent sale or rental activity.