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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2019

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)	$	49.0
Estimated fair value of additional consideration ^(b)	4.1
Total consideration	53.1

Cash	0.2
Accounts receivable	3.8
Inventories	13.8
Prepaid expenses and other current assets	0.3
Properties and equipment	6.4
Operating lease right-of-use assets	4.6
Other long-term assets	0.1
Customer relationships ^(c)	17.7
Trade names ^(d)	9.0
Other intangible assets	1.4
Operating lease liabilities	(4.6		)
Accounts payable	(3.7		)
Accrued liabilities	(1.9		)
Customer deposits	(6.5		)
Deferred tax liabilities	(1.4		)
Net assets acquired	39.2

Goodwill ^(e)	$	13.9


(a)	The purchase price was funded with borrowings under the Company’s revolving credit facility. The purchase price includes adjustments for working capital and other post-closing items, which were finalized in the fourth quarter of 2019, with the Company receiving $0.8 million in the first quarter of 2020.


(b)	Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included as a component of Other long-term liabilities on the Consolidated Balance Sheets. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.


(c)	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.


(d)	Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e)

Goodwill, the majority of which is tax-deductible, 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 following table presents the unaudited pro forma combined net sales of the Company and MRL for the years ended December 31, 2019 and 2018, assuming this transaction occurred on January 1, 2018. Pro forma combined income from continuing operations and pro forma diluted earnings per share are not presented as they would not be materially different from the results reported for the years ended December 31, 2019 and 2018.



	For the Year Ended December 31,
(in millions)	2019		2018
Net sales	$	1,252.7	$	1,156.4

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 on 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	$	0.82