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Acquisitions
9 Months Ended
Sep. 30, 2022
Business Combinations [Abstract]  
Acquisitions

3. Acquisitions

Mohawk

On May 31, 2022, the Company acquired the assets of Mohawk, a leading auto aftermarket distributor, which is included in the Distribution Segment. The Mohawk acquisition aligns with the Company's long-term objective to optimize and grow its Distribution business. Cash consideration was $24.3 million, net of $1.1 million of cash acquired. The Company estimated additional consideration payable of approximately $3.3 million, subject to finalization of working capital and other adjustments. The Company funded the acquisition with proceeds from the Loan Agreement described in Note 11.

The acquisition of Mohawk was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. Measurement period adjustments for the quarter and nine months ended September 30, 2022 were minor. The purchase accounting will be finalized within one year from the acquisition date.

 

Assets acquired:

 

 

Accounts receivable

$

10,347

 

Inventories

 

8,209

 

Prepaid expenses

 

104

 

Other assets - long term

 

30

 

Property, plant and equipment

 

1,171

 

Right of use asset - operating leases

 

1,367

 

Intangible assets

 

7,810

 

Goodwill

 

7,359

 

Assets acquired

$

36,397

 

 

 

 

Liabilities assumed:

 

 

Accounts payable

$

5,993

 

Accrued expenses

 

1,449

 

Operating lease liability - short term

 

399

 

Operating lease liability - long term

 

968

 

Total liabilities assumed

 

8,809

 

 

 

 

Net acquisition cost

$

27,588

 

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

 

 

Fair Value

 

 

Weighted Average
Estimated
Useful Life

Customer relationships

 

$

5,500

 

 

12.0 years

Trade name

 

 

2,000

 

 

5.0 years

Non-competition agreements

 

 

310

 

 

5.0 years

Total amortizable intangible assets

 

$

7,810

 

 

 

Trilogy Plastics

On July 30, 2021, the Company acquired the assets of Trilogy, a custom rotational molder specializing in high quality parts and assemblies, which is included in the Materials Handling Segment. The Trilogy acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $34.5 million, including a working capital adjustment of $0.3 million which was settled in November 2021. The Company funded the acquisition with proceeds from the Loan Agreement described in Note 11.

The acquisition of Trilogy was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on the estimated fair values at the acquisition date. There were no measurement period adjustments recorded in the quarter and nine months ended September 30, 2022.

 

Assets acquired:

 

 

Accounts receivable

$

3,929

 

Inventories

 

2,752

 

Prepaid expenses

 

63

 

Other assets - long term

 

93

 

Property, plant and equipment

 

4,903

 

Right of use asset - operating leases

 

8,685

 

Intangible assets

 

14,333

 

Goodwill

 

10,003

 

Assets acquired

$

44,761

 

 

 

 

Liabilities assumed:

 

 

Accounts payable

$

765

 

Accrued expenses

 

777

 

Operating lease liability - short term

 

576

 

Operating lease liability - long term

 

8,108

 

Total liabilities assumed

 

10,226

 

 

 

 

Net acquisition cost

$

34,535

 

 

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

 

 

Fair Value

 

 

Weighted Average
Estimated
Useful Life

Customer relationships

 

$

12,463

 

 

18.0 years

Trade name

 

 

1,870

 

 

10.0 years

Total amortizable intangible assets

 

$

14,333

 

 

 

Elkhart Plastics

On November 10, 2020, the Company acquired the assets of Elkhart Plastics, Inc. ("Elkhart Plastics"), a manufacturer of engineered products for the RV, marine, agricultural, construction, truck and other industries, which is included in the Company’s Material Handling Segment. The Elkhart Plastics acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $63.8 million, including a working capital adjustment of $1.2 million, which was settled in 2021. The Company funded the acquisition using available cash.