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Business acquisitions | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Business acquisitions | Business acquisitions a) MacKellar Group On October 1, 2023, the Company acquired 100% of the shares and business of MacKellar Group (“MacKellar”), a privately owned Australia-based provider of heavy earthworks solutions to the mining and civil sectors for total consideration of $179,668 including a cash payment and contingent consideration comprised of a contingent payment based on forecasted performance for a specific customer which is expected to be paid in full, an earn-out mechanism based on MacKellar’s future net income generated over four years, and deferred consideration which is a vendor provided debt mechanism to be paid out evenly over four years and is estimated based on unaudited financial statements at closing. The acquisition of MacKellar significantly expands the Company's capability and allows the Company to serve a highly valuable and diversified base of customers globally. The following table summarizes the total consideration paid for MacKellar and the fair values of the assets acquired and liabilities assumed at the acquisition date:
|  | October 1, 2023
Cash consideration |  | $ | 65,572 |
Earn-out at estimated fair value |  | 79,839 |
Deferred consideration at estimated fair value |  | 27,014 |
Contingent payment at estimated fair value |  | 7,243 |
Total consideration transferred |  | $ | 179,668 |
Equipment financing assumed |  | 203,946 |
Total purchase price |  | $ | 383,614 |
Purchase price allocation to assets acquired and liabilities assumed: |  |
Cash |  | $ | 13,901 |
Accounts receivable |  | 65,033 |
Contract assets |  | 713 |
Inventories |  | 12,155 |
Prepaid expenses |  | 2,187 |
Property, plant and equipment |  | 394,394 |
Investments in affiliates and joint ventures |  | 85 |
Intangible assets |  | 690 |
Accounts payable |  | (45,829) |
Accrued liabilities |  | (22,464) |
Other long-term obligations |  | (16,934) |
Deferred income tax liabilities |  | (20,317) |
Third party equipment financing assumed: |  |
Financing obligations |  | (173,430) |
Finance leases |  | (30,516) |
Total identifiable net assets at fair value |  | $ | 179,668 |
NACG’s existing Credit Facility funded the payout of the third party equipment financing assumed as part of the Transaction in the amount of $73,657 for financing obligations and $18,509 for finance leases. The fair value of the assets acquired includes $65,033 of accounts receivable, comprised of trade and other receivables. The gross amount of accounts receivable approximates its fair value with no expected uncollectible amounts as of the acquisition date. The fair value of the assets acquired includes $394,394 of property, plant and equipment. The Company engaged a third-party specialist to determine the fair value of the property, plant and equipment using a market based approach based primarily on the selling price of comparable assets. During the period from acquisition to December 31, 2023, the Company recognized $122,519 or 12.8% of revenue and $13,946 or 22.1% of net income from MacKellar recorded in the Consolidated Statement of Operations and Comprehensive Income. The following unaudited pro forma information gives effect to the transaction as if it had occurred on January 1, 2022. The unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred on January 1, 2022, nor are they indicative of future results of operations.
Year ended December 31, |  | 2023 |  | 2022
Revenue |  | $ | 1,296,328 |  |  | $ | 1,086,460 |
Net income |  | 89,658 |  |  | 78,261 |
These pro forma amounts have been calculated after applying NACG's accounting policies and adjusting the results of MacKellar to reflect the depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment had been applied from January 1, 2022, with the consequential tax effects. During the year ended December 31, 2023, the Company recognized $7,095 of acquisition-related costs in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. The fiscal 2023 unaudited pro forma net income above was adjusted to exclude the impact of acquisition-related transaction costs. These acquisition costs have been reflected in the pro forma earnings for the year ended December 31, 2022, in the table above. b) ML Northern Services Ltd. On October 1, 2022, the Company acquired 100% of the shares and business of ML Northern Services Ltd. ("ML Northern"), a privately-owned heavy equipment servicing company specializing in mobile fuel, lube, and steaming services based in Fort McMurray, Alberta, for total consideration of $8,002, comprised of a purchase price of $13,723 for property, plant and equipment and working capital, less assumed lease liabilities of $5,721. The following table summarizes the total consideration paid for ML Northern and the fair value of the assets acquired and liabilities assumed at the acquisition date:
Purchase price allocation to assets acquired and liabilities assumed: |  | October 1, 2022
Property, plant and equipment and working capital |  |
Cash |  | $ | 795 |
Accounts receivable |  | 4,068 |
Prepaid expenses |  | 30 |
Property, plant and equipment |  | 9,562 |
Operating lease right-of-use asset |  | 131 |
Accounts payable |  | (48) |
Accrued liabilities |  | (599) |
Deferred tax liabilities |  | (216) |
|  | $ | 13,723 |
Lease liabilities |  |
Finance lease liabilities |  | $ | (5,595) |
Operating lease liabilities |  | (126) |
|  | $ | (5,721) |
Total identifiable net assets at fair value |  | $ | 8,002 |
The Company paid cash consideration of $3,000 and recorded deferred consideration of $5,002 included in accrued liabilities at December 31, 2022. During the year ended December 31, 2022, the Company recognized $95 of acquisition-related costs associated with professional and legal advisory fees in general and administrative expenses in the Consolidated Statements of Operations and Comprehensive Income. During the year ended December 31, 2022, the Company recognized $5,224 of revenue and $1,094 of net income from ML Northern recorded in the Consolidated Statement of Operations and Comprehensive Income. Pro forma disclosures related to the effect of the acquisition have been excluded on the basis of immateriality. Deferred consideration of $5,002 was paid during the year ended December 31, 2023.

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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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