BUSINESS ACQUISITIONS

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

BUSINESS ACQUISITIONS

BUSINESS ACQUISITIONS

The Company enters into strategic acquisitions in an effort to better service existing customers and to attract new customers.

The Company makes an initial allocation of the purchase price at the date of acquisition based upon its estimate of the fair value of the acquired assets and assumed liabilities. The Company obtains the information used for the purchase price allocation during due diligence and through other sources. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. Final determination of the fair values may result in further adjustments.

During the first quarter of 2025, the Company acquired one business for a total of $13.0 million. The Company acquired this business to expand its platforms and to maintain its leading position as the largest distributor of rotating equipment in North America.

During the second quarter of 2025, the Company acquired one business for a total of $1.0 million. The Company acquired this business to expand its geographic coverage and to maintain its leading position as the largest distributor of rotating equipment in North America.

During the third quarter of 2025, the Company acquired one business for a total of $11.6 million. The Company acquired this business to expand its end markets and enhance a geographic region in order to maintain its leading position as the largest distributor of rotating equipment in North America.

A summary of the preliminary allocation of the total purchase consideration of our business acquisition during the nine months ended September 30, 2025 is presented as follows (in thousands):

	Q1 2025		Q2 2025		Q3 2025		Total
Total Acquisitions	1		1		1		3
Cash payments	$	12,981	$	1,027	$	10,916	$	24,924
Contingent Consideration	—		—		683		683
Total purchase price consideration	$	12,981	$	1,027	$	11,599	$	25,607
Tangible assets acquired	8,160		927		5,219		14,306
Intangible assets acquired	3,284		203		2,305		5,792
Total assets acquired	$	11,444	$	1,130	$	7,524	$	20,098
Total liabilities assumed	(4,983)		(508)		(1,179)		(6,670)
Net assets acquired	6,461		622		6,345		13,428
Goodwill	$	6,520	$	405	$	5,254	$	12,179

The total purchase consideration related to our acquisitions for the nine months ended September 30, 2025 consisted primarily of cash consideration. The total cash and cash equivalents acquired for these acquisitions was $1.2 million. Transaction-related costs included within selling, general, and administrative expenses in the consolidated statements of operations was $1.0 million for the nine months ended September 30, 2025.

The goodwill total of approximately $12.2 million for the nine months ended September 30, 2025 assigned to our SC segment was primarily attributable to expected synergies and the assembled workforce of the entities. The total amount of goodwill expected to be deductible for tax purposes is $11.8 million.

The acquisitions' operating results are included within the Company's consolidated statements of operations from the date of acquisition, which were not material for the nine months ended September 30, 2025. Pro forma results of operations information have not been presented, as the effects of the acquisitions were not material to our financial results.

Of the $5.8 million of acquired intangible assets, $0.3 million was provisionally assigned to non-compete agreements that are subject to amortization over 5 years, and $5.5 million was assigned to customer relationships and will be amortized over a period of 8 years.