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Acquisitions and Divestitures | 3 Months Ended
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Mar. 31, 2024
Business Combinations [Abstract] |
Acquisitions and Divestitures | 3. Acquisitions and Divestitures Acquisition of AeroTech On August 1, 2023, the Company acquired 100% of JBT AeroTech (AeroTech) from JBT Corporation for $803.6 million, net of cash acquired and subject to customary post-closing adjustments. AeroTech, a leading provider of aviation ground support products, gate equipment and airport services provided to commercial airlines, airports, air-freight carriers, ground handling customers and the military, is part of the Vocational segment. The purchase price included $808.0 million in cash, a receivable of $10.0 million for certain post-closing information technology integration costs, a $1.0 million receivable for state tax liabilities, a payable of $5.1 million for certain post-closing working capital adjustments and a payable of $1.5 million for required equity replacement awards. The acquisition was funded with cash on hand and borrowings under the Company’s existing revolving credit facility. See Note 13 for additional information regarding the Company’s debt. During the first quarter of 2024, the Company paid JBT Corporation $5.1 million for post-closing working capital adjustments. The results of Ae roTech have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. AeroTech had sales of $176.1 million during the three months ended March 31, 2024. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition (in millions):
Assets Acquired: |  |  |
Cash and cash equivalents |  | $ | 9.3 |
Accounts receivable |  | $ | 75.0 |
Unbilled receivables |  |  | 57.8 |
Inventories |  |  | 153.7 |
Other current assets |  |  | 7.6 |
Property, plant and equipment |  |  | 44.6 |
Goodwill |  |  | 260.3 |
Purchased intangible assets |  |  | 330.4 |
Other non-current assets |  |  | 7.6 |
Total assets, excluding cash and cash equivalents |  | $ | 937.0 |
Liabilities Assumed: |  |  |
Accounts payable |  | $ | 63.2 |
Customer advances |  |  | 24.8 |
Payroll-related obligations |  |  | 13.8 |
Other current liabilities |  |  | 20.7 |
Deferred income taxes |  |  | 2.6 |
Non-current liabilities |  |  | 8.3 |
Total liabilities |  | $ | 133.4 |
Net assets acquired |  | $ | 803.6 |
The purchase price, net of cash acquired, was allocated based on the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition with the excess purchase price recorded as goodwill, all of which was allocated to the Vocational segment. The majority of the goodwill is deductible for income tax purposes. The purchase price allocations are preliminary at March 31, 2024 and may be subsequently adjusted to reflect the finalization of liabilities related to income taxes. Unaudited pro forma financial information The following table presents the supplemental consolidated results of the Company on an unaudited pro forma basis as if the acquisition of AeroTech had been completed on January 1, 2022 (in millions). The primary adjustments reflected in the unaudited pro-forma information related to (1) increase in interest expense for debt used to fund the acquisition and lower interest income due to less cash on hand available to be invested and (2) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition. Adjustments to net income have been reflected net of income tax effects. The unaudited pro forma information does not include any anticipated cost savings or other effects of future integration efforts and does not purport to be indicative of results that actually would have been achieved if the operations were combined during the periods presented and is not intended to be a projection. The unaudited pro forma financial information does not reflect any potential cost savings, operating efficiencies, debt pay down, financial synergies or other strategic benefits as a result of the acquisition or any restructuring costs to achieve those benefits.
|  | Three Months Ended March 31, 2023 |
Net sales |  | $ | 2,409.4 |
Net income |  |  | 79.6 |
Acquisition of Hinowa On January 31, 2023, the Company acquired Hinowa S.p.A. (Hinowa), an Italian manufacturer of compact crawler booms and tracked equipment, for €171.8 million ($186.8 million), net of cash acquired. Hinowa is part of the Access segment. The results of Hinowa have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. Pro-forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented. Divestitures On March 1, 2023, the Company completed the sale of its rear-discharge concrete mixer business for $32.9 million. A pre-tax loss of $13.3 million was recognized on the sale during the first quarter of 2023, which is included in selling, general and administrative expense in the Company’s Condensed Consolidated Statements of Income. The rear-discharge concrete mixer business, which was included in the Vocational segment, had sales of $25.9 million during the three months ended March 31, 2023. On July 24, 2023, the Company completed the sale of its snow removal apparatus business for $17.1 million. A pre-tax gain of $8.0 million was recognized on the sale during the third quarter of 2023. The snow removal apparatus business, which was included in the Defense segment, had sales of $3.7 million during the three months ended March 31, 2023.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//205-20/tableOfContent + Details
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