XML 42 R11.htm IDEA: XBRL DOCUMENT v3.4.0.3
Acquisitions (Notes)
 3 Months Ended
Mar. 31, 2016
Business Combinations [Abstract]  
Acquisitions
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 our Condensed Consolidated Balance Sheet as of March 31, 2016, while the post-acquisition results of operations have been included in the Condensed Consolidated Statements of Operations, within the Environmental Solutions Group.
The net cash consideration paid by the Company to acquire Westech was C$8.6 million (approximately U.S. $6.2 million). The assets acquired and liabilities assumed in the Westech acquisition have been measured at their fair values at the acquisition date, resulting in $3.4 million of goodwill, which is not deductible for tax purposes. Due to the timing of the acquisition, these amounts are preliminary and are subject to change within the measurement period as the Company finalizes its fair value estimates. We expect to finalize the purchase price allocation by the end of the third quarter of 2016.
The acquisition was not, and would not have been, material to the Company's net sales, results of operations or total assets 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.
Execution of Definitive Agreement to Acquire Joe Johnson Equipment (“JJE”)
On February 29, 2016, the Company announced the signing of a definitive agreement to acquire substantially all of the assets and operations of JJE, a Canadian-based distributor of maintenance equipment for municipal and industrial markets, for initial consideration of C$108.0 million (approximately U.S. $79 million), subject to certain post-closing adjustments. In addition, there is a deferred payment of C$8.0 million and a contingent earn-out payment of up to C$10.0 million. The earn-out payment is contingent upon the achievement of certain financial targets and objectives. The Company anticipates that the transaction will close by the end of the second quarter of 2016.