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Acquisitions and Divestitures | 9 Months Ended
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Sep. 30, 2024
Business Combinations [Abstract] |
Acquisitions and Divestitures | 3. Acquisitions and Divestitures Acquisition of AUSA On September 3, 2024, the Company acquired 100% of AUSACORP S.L. (AUSA), a privately held Spanish manufacturer of wheeled dumpers, rough terrain forklifts and telehandlers, for €103.2 million ($114.0 million), net of cash acquired. The purchase price included an estimated $1.2 million payable for certain post-closing working capital adjustments. AUSA is part of the Access segment. The operating results of AUSA have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. AUSA sales to external customers were $11.3 million from the acquisition date to September 30, 2024. Pro forma results of operations have not been presented as the effect of the acquisition is not material to any periods presented. 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 |  | $ | 11.7 |
Current assets, excluding cash and cash equivalents |  | $ | 61.9 |
Property, plant and equipment |  |  | 12.9 |
Goodwill |  |  | 55.3 |
Purchased intangible assets |  |  | 37.0 |
Other non-current assets |  |  | 1.5 |
Total assets, excluding cash and cash equivalents |  | $ | 168.6 |
Liabilities Assumed: |  |  |
Current liabilities |  | $ | 44.1 |
Deferred income taxes |  |  | 7.1 |
Non-current liabilities |  |  | 3.4 |
Total liabilities |  | $ | 54.6 |
Net assets acquired |  | $ | 114.0 |
The preliminary valuation of intangible assets consists of $37.0 million of assets subject to amortization with an estimated weighted average life of 10 years. 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 of $55.3 million recorded as goodwill, all of which was allocated to the Access segment. The goodwill is primarily the result of expected synergies, including leveraging JLG's brand, channel, e-commerce platform and parts distribution capabilities to increase both sales in North America and aftermarket part sales globally. Goodwill and purchased intangible assets are not deductible for income tax purposes. The purchase price allocations are preliminary at September 30, 2024 and may be subsequently adjusted to reflect the finalization of appraisals and other valuation studies. The Company expensed $0.6 million and $1.2 million of transaction costs related to the acquisition during the three and nine months ended September 30, 2024 which are included in selling, general and administrative expense in the Company's Condensed Consolidated Statements of Income. Acquisition of AeroTech On August 1, 2023, the Company acquired 100% of JBT AeroTech (AeroTech) from JBT Corporation for $804.6 million. 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 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 AeroTech have been included in the Company’s Condensed Consolidated Statements of Income from the date of acquisition. AeroTech had sales of $194.8 million and $563.0 million during the three and nine months ended September 30, 2024, respectively, and $115.8 million from the acquisition date to September 30, 2023. The following table summarizes the 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 |  |  | 262.0 |
Purchased intangible assets |  |  | 330.4 |
Other non-current assets |  |  | 7.6 |
Total assets, excluding cash and cash equivalents |  | $ | 938.7 |
Liabilities Assumed: |  |  |
Accounts payable |  | $ | 63.2 |
Customer advances |  |  | 24.8 |
Payroll-related obligations |  |  | 13.8 |
Other current liabilities |  |  | 19.5 |
Deferred income taxes |  |  | 4.5 |
Non-current liabilities |  |  | 8.3 |
Total liabilities |  | $ | 134.1 |
Net assets acquired |  | $ | 804.6 |
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 were finalized in the second quarter of 2024. 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, (2) changes related to purchase accounting primarily related to amortization of purchased intangible assets recorded in conjunction with the acquisition and amortization of the inventory fair value step-up recorded as of the acquisition date, and (3) removal of transaction costs related to 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 September 30, 2023 |  |  | Nine Months Ended September 30, 2023 |
Net sales |  | $ | 2,548.8 |  |  | $ | 7,535.6 |
Net income |  |  | 186.3 |  |  |  | 436.8 |
Acquisition of Hinowa In January 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 In July 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, which is included in selling, general and administrative expense in the Company's Condensed Consolidated Statements of Income. The snow removal apparatus business was included in the Defense segment. In March 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 was included in the Vocational segment.

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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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