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Acquisitions (Tables) | 12 Months Ended
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Dec. 31, 2018
TBEI |
Business Acquisition [Line Items] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions) |
Purchase price, inclusive of adjustment for working capital and other post-closing items (a) | $ | 268.8 |
Total consideration | 268.8 |
Cash | 2.6 |
Accounts receivable | 23.7 |
Inventories | 24.3 |
Prepaid expenses and other current assets | 2.6 |
Rental equipment | 0.7 |
Properties and equipment | 20.6 |
Customer relationships (b) | 90.0 |
Trade names (c) | 54.0 |
Other intangible assets | 1.7 |
Accounts payable | (18.7 | )
Accrued liabilities | (7.3 | )
Deferred tax liabilities | (61.4 | )
Net assets acquired | $ | 132.8 |
Goodwill (d) | $ | 136.0 |
(a) | $243.0 million of the purchase price was funded through borrowings under the Company’s revolving credit facility, with the remainder being funded with existing cash on hand. The purchase price includes an adjustment for working capital and other post-closing items of $3.0 million that the Company received in the first quarter of 2018.
(b) | Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of approximately 12 years.
(c) | Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.
(d) | Goodwill, which is not deductible for tax purposes, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.
Business Acquisition, Pro Forma Information | The unaudited pro forma statement of operations of the Company assuming this transaction occurred at January 1, 2016 is as follows:
| For the Year Ended December 31,
(in millions, except per share data) | 2017 |  | 2016
Net sales | $ | 987.6 |  |  | $ | 913.2 |
Income from continuing operations | 68.1 |  |  | 49.4 |
Diluted earnings from continuing operations (per share) | $ | 1.13 |  |  | $ | 0.81 |
Joe Johnson Equipment |
Business Acquisition [Line Items] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the 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 | 12.1 |
Inventories | 28.7 |
Prepaid expenses and other current assets | 0.8 |
Rental equipment (d) | 75.9 |
Properties and equipment | 2.0 |
Intangible assets (e) | 8.4 |
Capital lease obligations | (0.5 | )
Accounts payable (c) | (11.5 | )
Customer deposits | (0.8 | )
Accrued liabilities | (2.0 | )
Net assets acquired | 113.1 |
Goodwill (f) | $ | 5.2 |
(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 Consolidated Balance Sheet. See Note 17 – 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 Consolidated Statement of Operations.
(d) | Consists primarily of street sweepers, sewer cleaners, vacuum trucks and other maintenance equipment. Fair value was determined using a combination of a market-based approach and a cost-based approach. The specific valuation technique depended upon the nature of the asset or availability of relevant information. Under the market-based approach, an analysis of market conditions and transactions comparable to the subject asset being valued was performed, and fair value was determined where reliable and available data on comparable sales could be found. In this context, fair value was determined by comparing recent sales of similar assets and adjusting these comparable sales based on factors such as age, condition and type of sale. Under the cost-based approach, the current replacement cost for the assets was calculated, using the direct method of the cost approach. In determining fair value under the cost approach, adjustments were made for physical, functional and economic factors affecting utility and value as they might apply.
(e) | Represents the fair value assigned to the JJE trade name, which is considered to be an indefinite-lived intangible asset.
(f) | The majority of goodwill, which is primarily attributable to synergies expected to result from combining JJE’s operations with the Company’s operations, is expected to be deductible for tax purposes.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=84161108&loc=d3e4845-128472 + Details
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