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Acquisitions | 12 Months Ended
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Dec. 31, 2022
Acquisitions [Abstract] |
Acquisitions | ACQUISITIONS The Company’s acquisitions are accounted for in accordance with ASC 805, Business Combinations. In accordance with this guidance, the fair value of consideration transferred is allocated to assets acquired and liabilities assumed based on their estimated fair values as of the completion of the acquisition, with the remaining amount recognized as goodwill. A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions. The Company’s judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives, can materially impact the Company’s results of operations. Under ASC 805-10, acquisition-related costs (e.g., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. Acquisition-related costs are included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations. Acquisitions Completed in 2022 Acquisition of TowHaul On October 3, 2022, the Company completed the acquisition of substantially all the assets and operations of TowHaul Corporation (“TowHaul”). TowHaul is a leading manufacturer of off-road towing and hauling equipment. The Company expects that the TowHaul acquisition will further bolster its position as an industry leading diversified industrial manufacturer of specialized vehicles for maintenance and infrastructure markets with leading brands of premium, value-adding products, and a strong supporting aftermarket platform. As the acquisition closed on October 3, 2022, the assets and liabilities of TowHaul have been consolidated into the Company’s Consolidated Balance Sheet as of December 31, 2022, while the post-acquisition results of operations have been included in the Consolidated Statement of Operations, within the Environmental Solutions Group. The acquisition generated net sales and operating income of $7.2 million and $2.3 million, respectively, during the year ended December 31, 2022. The initial cash consideration paid by the Company to acquire TowHaul was approximately $43.3 million, inclusive of certain preliminary closing adjustments. Any additional closing adjustments are expected to be finalized before the end of the second quarter of 2023. As of December 31, 2022, the Company’s purchase price allocation reflects various provisional estimates that were based on the information that was available as of the acquisition date and the filing date of this Form 10-K. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed; however, the determination of those fair values, including the third-party valuation of acquired intangible assets, is not yet finalized. Thus, the preliminary measurements of fair value set forth in the table below are subject to change during the measurement period as valuations are finalized. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practicable, but not more than one year from the acquisition date. The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions) |
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a) | $ | 43.3 |
Total consideration | 43.3 |
Accounts receivable | 1.5 |
Inventories | 4.7 |
Properties and equipment | 6.5 |
Customer relationships (b) | 14.0 |
Trade names (c) | 6.7 |
Accounts payable | (0.1) |
Accrued liabilities | (0.5) |
Customer deposits | (2.4) |
Net assets acquired | 30.4 |
Goodwill (d) | $ | 12.9 |
(a) The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility. (b) Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years. (c) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (d) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. The acquisition was not, and would not have been, material to the Company’s net sales or results of operations 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, unaudited pro-forma results are not presented. Acquisitions Completed in 2021 During the year ended December 31, 2021, the Company completed three acquisitions, all of which were accounted for as business combinations in accordance with ASC 805. As each of the acquisitions closed during 2021, the assets and liabilities of each of the acquisitions have been consolidated into the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021, and the post-acquisition results of operations of each of the acquisitions have been included in the Consolidated Statement of Operations, within the Environmental Solutions Group. Acquisition of Deist On December 30, 2021, the Company completed the acquisition of substantially all of the assets and operations of each of Deist Industries, Inc.; Bucks Fabricating, LLC; Roll-Off Parts, LLC and Switch-N-Go, LLC (collectively, “Deist”). Deist designs, manufactures and sells interchangeable truck body systems for class 3-7 vehicles in the work truck industry and a full line of waste hauling products, including front/rear loading containers and specialty roll-off containers. The Deist acquisition strengthened the Company’s specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings. The cash consideration paid by the Company to acquire Deist was $38.1 million, which was funded through existing cash and borrowings under the Company’s credit facility. In addition, there is a contingent earn-out payment of up to $7.5 million, based upon the achievement of certain financial targets over a specified performance period. During the fourth quarter of 2022, the Company finalized its purchase price allocation for the Deist acquisition. The measurement period adjustments, which primarily resulted from the completion of a third-party valuation of acquired intangible assets, resulted in an $8.6 million increase to the carrying value of Goodwill from the $5.1 million previously recorded as of December 31, 2021. The measurement period adjustments did not have a material impact on the Company’s Consolidated Statements of Operations for the year ended December 31, 2022. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions) |
Purchase price, inclusive of closing adjustments | $ | 38.1 |
Estimated fair value of additional consideration (a) | 2.0 |
Total consideration | 40.1 |
Accounts receivable | 5.1 |
Inventories | 8.8 |
Prepaid expenses and other current assets | 0.2 |
Properties and equipment | 8.5 |
Customer relationships (b) | 3.1 |
Trade names (c) | 5.2 |
Other intangible assets | 1.1 |
Accounts payable | (1.8) |
Accrued liabilities | (3.2) |
Customer deposits | (0.6) |
Net assets acquired | 26.4 |
Goodwill (d) | $ | 13.7 |
(a) 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. (b) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of 5 years. (c) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (d) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. Acquisition of Ground Force On October 4, 2021, the Company completed the acquisition of substantially all of the assets and operations of Ground Force Manufacturing LLC (“Ground Force”). Ground Force is a leading manufacturer of specialty material handling vehicles that support the extraction of metals. The Ground Force acquisition further bolstered the Company’s position as an industry leading diversified industrial manufacturer of specialized vehicles for maintenance and infrastructure markets with leading brands of premium, value-adding products, and a strong supporting aftermarket platform. The cash consideration paid by the Company to acquire Ground Force was $43.1 million, which was funded through existing cash and borrowings under the Company’s credit facility. During the third quarter of 2022, the Company finalized its purchase price allocation for the Ground Force acquisition. The measurement period adjustments, which primarily resulted from the completion of a third-party valuation of acquired intangible assets, resulted in a $2.1 million increase to the carrying value of Goodwill from the $13.3 million previously recorded as of December 31, 2021. The measurement period adjustments did not have a material impact on the Company’s Consolidated Statements of Operations for the year ended December 31, 2022. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions) |
Purchase price, inclusive of closing adjustments | $ | 43.1 |
Total consideration | 43.1 |
Accounts receivable | 3.0 |
Inventories | 4.0 |
Prepaid expenses and other current assets | 0.2 |
Properties and equipment | 1.3 |
Operating lease right-of-use assets | 3.0 |
Customer relationships (a) | 16.8 |
Trade names (b) | 7.8 |
Operating lease liabilities | (3.0) |
Accounts payable | (1.8) |
Accrued liabilities | (0.7) |
Customer deposits | (2.9) |
Net assets acquired | 27.7 |
Goodwill (c) | $ | 15.4 |
(a) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of 12 years. (b) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (c) Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. Acquisition of OSW On February 17, 2021, the Company completed the acquisition of all of the outstanding equity of OSW Equipment & Repair, LLC, a leading manufacturer of dump truck bodies and custom upfitter of truck equipment and trailers. The acquisition also includes OSW’s wholly-owned subsidiaries, Northend Truck Equipment, LLC and Western Truck Body Mfg. ULC (collectively “OSW”). The OSW acquisition strengthened the Company’s specialty vehicle market position by expanding its geographic footprint and enhancing its portfolio of dump truck body and trailer product offerings. The cash consideration paid by the Company to acquire OSW was $53.2 million, which was funded through existing cash and borrowings under the Company’s credit facility. During the first quarter of 2022, the Company finalized its purchase price allocation for the OSW acquisition and there were no changes from the purchase price allocation previously disclosed as of December 31, 2021. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions) |
Purchase price, inclusive of closing adjustments | $ | 53.2 |
Total consideration | 53.2 |
Cash | 1.3 |
Accounts receivable | 3.5 |
Inventories | 8.3 |
Prepaid expenses and other current assets | 0.7 |
Properties and equipment | 5.8 |
Operating lease right-of-use assets | 12.3 |
Customer relationships (a) | 11.3 |
Trade names (b) | 8.4 |
Other intangible assets | 0.2 |
Operating lease liabilities | (12.3) |
Accounts payable | (3.8) |
Accrued liabilities | (1.9) |
Customer deposits | (0.8) |
Finance lease obligations | (1.7) |
Net assets acquired | 31.3
Goodwill (c) | $ | 21.9 |
(a) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of 12 years. (b) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (c) 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. During the year ended December 31, 2022, the Company received a favorable settlement of $1.9 million in a post-closing adjustment dispute associated with the acquisition of OSW. As the settlement was reached subsequent to the finalization of the Company’s purchase price allocation, the related benefit has been included as a component of Acquisition and integration-related (benefits) expenses for the year ended December 31, 2022 on the Consolidated Statements of Operations. Unaudited Pro Forma Financial Information The following table presents the unaudited pro forma combined net sales of the Company, OSW, Ground Force and Deist for the years ended December 31, 2021 and 2020, assuming the transactions occurred on January 1, 2020. 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, 2021 and 2020.
| For the Years Ended December 31,
(in millions) | 2021 |  | 2020
Net sales | $ | 1,287.7 |  |  | $ | 1,229.1 |
The unaudited pro forma financial information is presented for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisitions been completed as of the beginning of the periods presented, and should not be taken as being representative of the future consolidated results of operations of the Company. Acquisitions Completed in 2020 Acquisition of Public Works Equipment and Supply, Inc. On June 12, 2020, the Company acquired certain assets and operations of Public Works Equipment and Supply, Inc. (“PWE”), a distributor of maintenance and infrastructure equipment covering North Carolina, South Carolina and parts of Tennessee. The acquisition included cash consideration of $6.2 million, which included a payment to acquire certain inventory and fixed assets at closing. As the acquisition closed on June 12, 2020, the assets and liabilities of PWE have been consolidated into the Company’s Consolidated Balance Sheets as of December 31, 2022 and 2021, and the post-acquisition results of operations have been included in the Consolidated Statements of Operations, within the Environmental Solutions Group. The assets acquired and liabilities assumed in the PWE acquisition have been measured at their fair values at the acquisition date, resulting in $2.5 million of goodwill, which is deductible for tax purposes. The Company’s purchase price allocation was finalized during the year ended December 31, 2020. The acquisition was not, and would not have been, material to the Company’s net sales or results of operations 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, unaudited pro-forma results are not presented.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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