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Acquisitions and Dispositions
6 Months Ended
Jun. 30, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Acquisitions and Dispositions

(3) Acquisitions and Dispositions

2021 Dispositions

Crane Sale

On July 19, 2021, the Company entered into a definitive agreement to sell its crane business to a wholly-owned subsidiary of The Manitowoc Company, Inc. for $130.0 million in cash, which was subject to adjustment based on actual amounts of net working capital and crane rental fleet net book value delivered at transaction closing. The Company executed the transaction closing on October 1, 2021 subject to customary closing conditions, including regulatory approval under the Hart-Scott-Rodino Act, resulting in proceeds of $135.9 million, which was subject to the finalization of adjustments. During June 2022, closing adjustments of $1.9 million were finalized and recorded as discontinued operations on the consolidated statement of income.

This disposition represents the Company’s strategic shift to a pure-play rental business. In accordance with ASC 360, Property, Plant, and Equipment, the Company ceased recording depreciation and amortization for Crane Sale related rental fleet, property, plant and equipment, and right of use lease assets upon qualifying as held for sale. In accordance with ASC 205-20, the Company determined that discontinued operations presentation was met during the third quarter of fiscal year 2021. As part of the divestiture, we entered into a transition services agreement with the buyer to assist them in the transition of certain functions, including, but not limited to, information technology, accounting and human resources for a period of sixty days up to six months. Aside from these customary transition services, there will be no continuing involvement with the crane business after its disposal.

The Company reported financial results of the crane business within all of our segments: equipment rentals, used equipment sales, new equipment sales, parts sales and service revenues. Additionally, the crane business was included within the equipment rental component 2, used equipment sales, new equipment sales, parts sales and service revenues goodwill reporting units.

As a result of the agreement to sell the Company’s crane business, its results are reported separately as discontinued operations in our consolidated statements of income for all periods presented. As permitted, the Company elected not to adjust the consolidated statements of cash flows to exclude cash flows attributable to discontinued operations. Accordingly, we disclosed the depreciation, capital expenditures and significant operating and investing non-cash items related to the Crane Sale below.

The following tables (amounts in thousands) present the Crane Sale results as reported in income (loss) from discontinued operations within our consolidated statements of income.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

    Equipment rentals

 

$

 

 

$

3,426

 

 

$

 

 

$

6,431

 

    Used equipment sales

 

 

 

 

 

5,537

 

 

 

 

 

 

8,449

 

    New equipment sales

 

 

 

 

 

22,286

 

 

 

 

 

 

36,858

 

    Parts sales

 

 

 

 

 

10,544

 

 

 

 

 

 

20,600

 

    Services revenues

 

 

 

 

 

6,918

 

 

 

 

 

 

13,417

 

    Other

 

 

 

 

 

1,375

 

 

 

 

 

 

2,344

 

         Total revenues

 

 

 

 

 

50,086

 

 

 

 

 

 

88,099

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

    Rental depreciation

 

 

 

 

 

1,824

 

 

 

 

 

 

3,720

 

    Rental expense

 

 

 

 

 

572

 

 

 

 

 

 

1,195

 

    Rental other

 

 

 

 

 

341

 

 

 

 

 

 

570

 

 

 

 

 

 

 

2,737

 

 

 

 

 

 

5,485

 

    Used equipment sales

 

 

 

 

 

4,325

 

 

 

 

 

 

6,330

 

    New equipment sales

 

 

 

 

 

19,945

 

 

 

 

 

 

32,988

 

    Parts sales

 

 

 

 

 

8,003

 

 

 

 

 

 

15,597

 

    Services revenues

 

 

 

 

 

2,211

 

 

 

 

 

 

4,293

 

    Other

 

 

 

 

 

1,320

 

 

 

 

 

 

2,270

 

          Total cost of revenues

 

 

 

 

 

38,541

 

 

 

 

 

 

66,963

 

         Gross profit

 

 

 

 

 

11,545

 

 

 

 

 

 

21,136

 

Selling, general and administrative expenses

 

 

 

 

 

6,295

 

 

 

 

 

 

12,103

 

Merger and other

 

 

132

 

 

 

674

 

 

 

132

 

 

 

1,311

 

Gain on sales of property and equipment, net

 

 

 

 

 

49

 

 

 

 

 

 

49

 

Income (loss) from discontinued operations

 

 

(132

)

 

 

4,625

 

 

 

(132

)

 

 

7,771

 

Other, net

 

 

(1,917

)

 

 

58

 

 

 

(1,917

)

 

 

64

 

Income (loss) before provision (benefit) for income taxes

 

 

(2,049

)

 

 

4,683

 

 

 

(2,049

)

 

 

7,835

 

Provision (benefit) for income taxes

 

 

(525

)

 

 

1,168

 

 

 

(525

)

 

 

2,024

 

Net income (loss) from discontinued operations

 

$

(1,524

)

 

$

3,515

 

 

$

(1,524

)

 

$

5,811

 

 

Cash flows from discontinued operations was as follows (amounts in thousands):

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2022

 

 

2021

 

Operating activities of discontinued operations:

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

$

 

 

$

1,083

 

Depreciation of rental equipment

 

 

 

 

 

3,720

 

Loss on sale of discontinued operations

 

 

1,917

 

 

 

 

Gain from sales of property and equipment, net

 

 

 

 

 

(49

)

Gain from sales of rental equipment, net

 

 

 

 

 

(1,641

)

 

 

 

 

 

 

 

Investing activities of discontinued operations:

 

 

 

 

 

 

Purchases of rental equipment

 

 

 

 

 

(2,073

)

Proceeds from sales of property and equipment

 

 

 

 

 

43

 

Proceeds from sales of rental equipment

 

 

 

 

 

4,051

 

Arkansas Sale

On September 17, 2021, the Company sold our Little Rock, Arkansas and Springdale, Arkansas owned-branches to Bramco, Inc. (“Bramco”) for $9.0 million (the “Arkansas Sale”). The Arkansas Sale included the land, building, building improvements, office equipment, furniture and fixtures, and shop equipment for the two branches with a net book value of approximately $3.7 million. We recorded a gain of $5.3 million within sales from property and equipment, net on the consolidated statement of operations for the quarter ended September 30, 2021. As a condition of closing, we relinquished our territory distribution rights with equipment

manufacturers Komatsu, Wirtgen Group and Takeuchi. Our current distribution territory for these two branches includes the entire state of Arkansas, with the exception of five counties in southeast Arkansas (Miller, Lafayette, Columbia, Union and Little River). These five excluded counties are currently served by our Shreveport, Louisiana branch and we have no intention in the foreseeable future of relinquishing the Louisiana distribution territory. The Arkansas Sale did not qualify for discontinued operations as the divestiture does not meet the definition of a component.

The Company purchased a site in Little Rock, Arkansas to operate a rental-focused branch location in the area. The branch opening coincided with the sale to Bramco.