Acquisitions

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

9. Acquisitions

Infrastructure Segment

Banker Steel Acquisition

On May 27, 2021, the Company, through its subsidiary DBMG, closed on a transaction to acquire 100% of Banker Steel Holdco LLC ("Banker Steel") for $145.0 million. The acquisition was financed with $64.1 million from a partial draw on a new $110.0 million revolving credit facility, $49.6 million of sellers' notes, $6.3 million of assumed debt of Banker Steel, and $25.0 million in cash received from INNOVATE in the settlement of certain intercompany balances.

Banker Steel, which is included in the Company's Infrastructure segment, provides full-service fabricated structural steel and erection services primarily for the East Coast and Southeast commercial and industrial construction market, in addition to full design-assist services. Banker Steel consists of six operating companies: Banker Steel Co., LLC; NYC Constructors, LLC; Memco LLC; Derr & Isbell Construction LLC; Innovative Detailing and Engineering Solutions; and Lynchburg Freight and Specialty LLC.

The transaction was accounted for as a business acquisition and the valuation was finalized in the fourth quarter of 2021. The allocation of the fair value of consideration transferred among the identified assets acquired, liabilities assumed, intangibles and residual goodwill is summarized as follows (in millions):


Purchase Consideration at Fair Value
Partial draw on new $110.0 million revolving credit facility	$	64.1
Sellers' notes	49.6
Bankers Steel debt - assumed	6.3
Cash	25.0
Gross consideration	145.0
Less: Seller transaction costs - assumed	0.4
Less: Bankers debt - assumed	6.3
Less: R&W premium paid by seller	0.5
Net consideration	$	137.8

Cash and cash equivalents	$	9.3
Accounts receivable, net	70.9
Contract assets	22.6
Assets held for sale	0.7
Inventory	5.7
Other current assets	1.7
Property, plant, and equipment, net	58.6
Other assets	40.1
Intangibles, net	60.8
Goodwill	16.7
Total assets to be acquired	287.1

Accounts payable	39.1
Contract liabilities	38.6
Other current liabilities	31.1
Other liabilities	34.2
Long-term debt, less current portion	6.3
Total liabilities to be assumed	149.3

Total net assets acquired	$	137.8

During the 2021 measurement period, adjustments to our acquisition accounting were made to certain amounts. These include updates to accounts receivable based on additional information obtained regarding collectability, values assigned to intangible assets, and additional accrued liabilities. As such, the valuation was finalized during the fourth quarter of 2021.

Goodwill was determined based on the residual differences between fair value of consideration transferred and the value assigned to acquired assets and liabilities. Among the factors that contributed to goodwill was approximately $60.8 million assigned to intangibles, including customer relationships of $33.8 million with a useful life of 18 years, trade names of $7.4 million with a useful life of 15 years, existing customer contracts of $17.6 million with a useful life of 2 years and leasehold interests of $2.0 million with varying useful life. Goodwill is not amortized. The portion of goodwill that is deductible for tax purposes is $14.0 million.

For the year ended December 31, 2021, acquisition costs incurred by DBMG in connection with the acquisition of Banker Steel were $2.0 million, which were included in selling, general and administrative expenses. The acquisition costs were primarily related to legal, accounting and valuation services.

Results of Operations and Unaudited Supplemental Pro Forma Information

The following table presents the results of operations data for the year ended December 31, 2021 for Banker Steel from the date of acquisition (in millions):


	Year Ended December 31, 2021
Revenue	$	265.9
Income from operations	$	15.5
Net income attributable to INNOVATE	$	8.8

The following table presents unaudited consolidated pro forma results of operations data as if the acquisition of Banker Steel had occurred at the beginning of 2021. This information does not purport to be indicative of the actual results that would have occurred if the acquisitions had actually been completed on the date indicated, nor is it necessarily indicative of the future operating results or the financial position of the combined company (in millions):


	Year Ended December 31, 2021
Revenue	$	1,402.7
Income from operations	$	0.9
Net loss attributable to INNOVATE	$	(219.2)

DBM Global

During the year ended December 31, 2021, the Company purchased an additional 53,759 shares of DBM Global, Inc. on the open market, increasing its ownership to approximately 91% from 89%.

Spectrum Segment

During the year ended December 31, 2021, the Company increased its controlling interest in DTV from approximately 60%, inclusive of approximately 10% proxy and voting rights from minority holders, to approximately 77%, inclusive of approximately 10% proxy and voting rights from minority holders, from private purchases and proxy voting rights.