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Acquisitions | 12 Months Ended
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Dec. 31, 2024
Acquisitions [Abstract] |
Acquisitions | ACQUISITIONS The Company’s acquisitions are accounted for in accordance with ASC 805, Business Combinations. The acquisitions completed in the periods presented, as described in further detail within, were accounted for as business combinations in accordance with ASC 805. 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 expenses (benefits), net on the Consolidated Statements of Operations. Acquisitions Completed in 2024 Acquisition of Standard Equipment On October 4, 2024, the Company completed the acquisition of substantially all the assets and operations of Standard Equipment Company (“Standard”). Standard is a leading distributor of specialty maintenance and infrastructure equipment for municipal and industrial markets in parts of Illinois and Indiana. The Company expects that the acquisition of Standard will further build upon its aftermarket growth strategy by adding additional scale and capabilities to its parts, services, rental, and used equipment operations. As the acquisition closed on October 4, 2024, the assets and liabilities of Standard have been consolidated into the Company’s Consolidated Balance Sheet as of December 31, 2024, 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 of $15.6 million and operating income of $1.0 million during the year ended December 31, 2024. The initial cash consideration paid by the Company to acquire Standard was approximately $39.7 million, inclusive of certain preliminary closing adjustments. Any additional closing adjustments are expected to be finalized in the first half of 2025. In addition, there is a contingent earn-out payment of up to $4.8 million that is based on the achievement of certain financial targets over a specified performance period. As of December 31, 2024, 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 values of assets acquired and liabilities assumed as of the acquisition date:
(in millions of dollars) |
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a) | $ | 39.7 |
Estimated fair value of additional consideration (b) | 0.6 |
Total consideration | 40.3 |
Accounts receivable | 4.1 |
Inventories | 9.0 |
Prepaid expenses and other current assets | 0.1 |
Rental equipment | 11.5 |
Properties and equipment | 0.6 |
Operating lease right-of-use assets | 2.7 |
Customer relationships (c) | 4.4 |
Trade names (d) | 3.1 |
Other intangible assets | 0.3 |
Accounts payable | (0.7) |
Accrued liabilities | (0.5) |
Customer deposits | (0.9) |
Operating lease liabilities | (2.7) |
Net assets acquired | 31.0
Goodwill (e) | $ | 9.3 |
(a) The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash on hand. (b) Represents the preliminary estimate of the fair value of the contingent earn-out payment as of the acquisition date, which is included in 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 preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 9 years. (d) Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (e) Goodwill, which is primarily 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 2023 Acquisition of Trackless On April 3, 2023, the Company completed the acquisition of substantially all the assets and operations of Trackless Vehicles Limited and Trackless Vehicles Asset Corp, including the wholly-owned subsidiary Work Equipment Ltd. (collectively, “Trackless”), a leading Canadian manufacturer of off-road, multi-purpose maintenance vehicles and attachments. The Trackless acquisition 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 initial cash consideration paid by the Company to acquire Trackless was C$56.3 million (approximately $41.9 million as of the acquisition date), inclusive of certain closing adjustments. In addition, there is a contingent earn-out payment of up to C$6.0 million (approximately $4.5 million as of the acquisition date), based upon the achievement of certain financial targets over a specified performance period. The purchase price was funded through existing cash and borrowings under the Company’s credit agreement. During the year ended December 31, 2024, the Company finalized the Trackless purchase price allocation and recognized measurement period adjustments, which primarily resulted from obtaining third-party valuations of contingent consideration and acquired intangible assets, that reduced the estimated fair value of contingent consideration by $0.2 million and increased the carrying value of acquired intangible assets by $1.1 million, resulting in a corresponding $1.3 million decrease to the carrying value of Goodwill, from the $8.0 million previously recognized as of December 31, 2023. The measurement period adjustments did not have a material impact on the Company’s Consolidated Statements of Operations for the year ended December 31, 2024. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions of dollars) |
Purchase price, inclusive of closing adjustments | $ | 41.9 |
Estimated fair value of additional consideration (a) | 4.3 |
Total consideration | 46.2 |
Accounts receivable | 4.7 |
Inventories | 15.0 |
Prepaid expenses and other current assets | 0.1 |
Rental equipment | 1.6 |
Properties and equipment | 4.4 |
Customer relationships (b) | 11.1 |
Trade names (c) | 4.6 |
Accounts payable | (1.5) |
Accrued liabilities | (0.5) |
Net assets acquired | 39.5
Goodwill (d) | $ | 6.7 |
(a) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included in 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 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 primarily tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment. Acquisition of Blasters On January 3, 2023, the Company completed the acquisition of substantially all the assets and operations of Blasters, Inc. and Blasters Technologies, LLC (collectively, “Blasters”), a leading U.S. manufacturer of truck-mounted waterblasting equipment. The Blasters acquisition 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 initial cash consideration paid by the Company to acquire Blasters was $13.0 million. In addition, there is a contingent earn-out payment of up to $8.0 million, based upon the achievement of certain financial targets over a specified performance period. The purchase price was funded through existing cash and borrowings under the Company’s credit agreement. As of December 31, 2023, the Company’s purchase price allocation for the Blasters acquisition was considered to be final. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions of dollars) |
Purchase price, inclusive of closing adjustments | $ | 13.0 |
Estimated fair value of additional consideration (a) | 0.3 |
Total consideration | 13.3 |
Accounts receivable | 0.7 |
Inventories | 4.6 |
Prepaid expenses and other current assets | 0.1 |
Properties and equipment | 0.9 |
Operating lease right-of-use assets (b) | 1.1 |
Customer relationships (c) | 4.4 |
Trade names (d) | 2.3 |
Accounts payable | (0.9) |
Accrued liabilities | (0.5) |
Customer deposits | (0.5) |
Operating lease liabilities (b) | (1.1) |
Finance lease obligations | (0.1) |
Net assets acquired | 11.0
Goodwill (e) | $ | 2.3 |
(a) Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, included in 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) In connection with the acquisition, the Company entered into a lease agreement for the Blasters facility, which is owned by affiliates of the sellers. The related-party lease contains a market-based annual rent of $0.2 million, an initial lease term of five years, and options to renew. (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 10 years. (d) Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets. (e) 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 2023 acquisitions of Trackless and Blasters were not, and would not have been, material to the Company’s net sales or results of operations during any period presented, either individually or in the aggregate. Accordingly, the Company’s consolidated results do not differ materially from historical performance as a result of the acquisitions, and therefore, unaudited pro-forma results are not presented. 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 TowHaul acquisition 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 TowHaul was $43.3 million, which was funded through existing cash and borrowings under the Company’s revolving credit facility. As of December 31, 2023, the Company’s purchase price allocation for the TowHaul acquisition was considered to be final. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:
(in millions of dollars) |
Purchase price, inclusive of closing adjustments | $ | 43.3 |
Total consideration | 43.3 |
Accounts receivable | 1.5 |
Inventories | 4.7 |
Properties and equipment | 6.1 |
Customer relationships (a) | 6.9 |
Trade names (b) | 5.7 |
Other intangible assets | 1.0 |
Accounts payable | (0.1) |
Accrued liabilities | (0.5) |
Customer deposits | (2.4) |
Net assets acquired | 22.9 |
Goodwill (c) | $ | 20.4 |
(a) Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of 6 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. 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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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