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Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 20 — BUSINESS COMBINATIONS

The following table summarizes the net assets acquired from the acquisitions in 2020 (amounts in millions):

 

 

Flagler

 

Liftech

 

Peak

 

Hilo

 

Martin

 

Howell

 

Vantage

 

Total

 

Cash

$

0.4

 

$

 

$

3.0

 

$

2.1

 

$

 

$

 

$

 

$

5.5

 

Accounts receivable

 

15.1

 

 

4.4

 

 

4.6

 

 

5.4

 

 

1.0

 

 

5.3

 

 

3.6

 

 

39.4

 

Inventory

 

37.5

 

 

9.6

 

 

0.4

 

 

4.7

 

 

6.8

 

 

6.3

 

 

7.6

 

 

72.9

 

Prepaid and other assets

 

0.5

 

 

1.0

 

 

0.2

 

 

0.2

 

 

 

 

 

 

0.4

 

 

2.3

 

Rental fleet, net

 

47.8

 

 

4.7

 

 

 

 

7.5

 

 

6.3

 

 

12.4

 

 

15.9

 

 

94.6

 

Property and equipment, net

 

2.9

 

 

1.2

 

 

0.2

 

 

1.7

 

 

 

 

1.1

 

 

0.9

 

 

8.0

 

Intangible assets

 

14.6

 

 

1.2

 

 

5.8

 

 

2.4

 

 

1.5

 

 

 

 

 

 

25.5

 

Goodwill

 

5.8

 

 

1.5

 

 

0.7

 

 

3.2

 

 

0.8

 

 

3.2

 

 

0.5

 

 

15.7

 

Total Assets

$

124.6

 

$

23.6

 

$

14.9

 

$

27.2

 

$

16.4

 

$

28.3

 

$

28.9

 

$

263.9

 

Floor plan payable

 

(29.0

)

 

(3.5

)

 

 

 

(4.4

)

 

 

 

(0.8

)

 

(2.5

)

 

(40.2

)

Accounts payable

 

(14.0

)

 

(1.6

)

 

(1.5

)

 

(2.8

)

 

(0.2

)

 

(1.0

)

 

(1.5

)

 

(22.6

)

Accrued expenses

 

(4.1

)

 

 

 

(0.1

)

 

(0.3

)

 

(0.1

)

 

(0.1

)

 

(0.6

)

 

(5.3

)

Other current liabilities

 

 

 

(0.1

)

 

(3.9

)

 

(0.4

)

 

 

 

 

 

(0.1

)

 

(4.5

)

Other liabilities

 

(1.3

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.3

)

Total Liabilities

$

(48.4

)

$

(5.2

)

$

(5.5

)

$

(7.9

)

$

(0.3

)

$

(1.9

)

$

(4.7

)

$

(73.9

)

Net Assets Acquired

$

76.2

 

$

18.4

 

$

9.4

 

$

19.3

 

$

16.1

 

$

26.4

 

$

24.2

 

$

190.0

 

Assets acquired net of cash

$

75.8

 

$

18.4

 

$

6.4

 

$

17.2

 

$

16.1

 

$

26.4

 

$

24.2

 

$

184.5

 

 

Flagler

On February 14, 2020, in connection with the reverse recapitalization, the Company consummated its acquisition of Flagler for a total purchase price, net of cash, of $75.8 million, which was paid out of funds from the closing of the reverse recapitalization.

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property, plant, and equipment were estimated to approximate their respective acquisition date net book values. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses. 

Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be $79.0 million.   

Liftech

On February 14, 2020, in connection with the reverse recapitalization, the Company consummated its acquisition of Liftech for a total purchase price of $18.4 million, which was paid out of funds from the closing of the reverse recapitalization. 

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property, plant, and equipment were estimated to approximate their respective acquisition date net book values. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

 Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be $15.2 million.   

PeakLogix

On June 12, 2020, the Company acquired all the assets of PeakLogix for a total purchase cash consideration of $5.7 million, which was paid out of available funds. Additional consideration includes $1.0 million in an unsecured one-year promissory note at 6% and earn-out payment of a minimum $2.0 million up to a $3.7 million to be paid out to former owners based on meeting certain financial targets throughout a 5-year earn-out period, collectively resulting in an estimated enterprise value of $6.4 million net of cash acquired.  In connection with the purchase, PeakLogix LLC was created.

See Note 10, Long-Term Debt and Note 17, Fair Value Instruments for further information.

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of property, plant, and equipment were estimated to approximate their respective acquisition date net book values. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

The following table summarizes the components of the purchase price at June 12, 2020:

 

Cash consideration paid *

 

$

5.7

 

Promissory Note

 

 

1.0

 

Present value of non-contingent earn-out liability

 

 

1.7

 

Earn-out liability

 

 

1.0

 

Total purchase price

 

$

9.4

 

 

*

Includes $3.0 million cash acquired as part of the Business Combination

Hilo

On July 1, 2020, the Company acquired all the assets of Hilo for total purchase price, net of cash, of $17.2 million which was paid out of available funds, and potential earn out payments of an additional $1.0 million.

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property, plant, and equipment were estimated to approximate their respective acquisition date net book values. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.

Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be $19.0 million.

The following table summarizes the component of the purchase price at July 1, 2020:

 

Cash consideration paid *

 

$

18.5

 

Earn-out liability

 

 

0.8

 

Total purchase price

 

$

19.3

 

 

*

Includes $2.1 million cash acquired as part of the Business Combination

Martin Implement Sales, Inc. (“Martin”)

On September 1, 2020, the Company acquired all the assets of Martin for a total purchase price of $16.1 million, which included floorplan eligible new equipment inventories that was paid out of available funds.  

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets acquired, and liabilities assumed have been recorded at the acquisition date at their respective fair values in our consolidated financial statements.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property, plant, and equipment were estimated to approximate their respective acquisition date net book values. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses. 

Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be $10.6 million.            

Howell Tractor and Equipment, LLC (“Howell”)

On October 30, 2020, the Company acquired all the assets of Howell for a total cash consideration of $22.4 million. The Company issued 507,143 shares of its common stock, valued at $4.0 million, in connection with the purchase agreement, yielding a total purchase price of $26.4 million. Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be $23.1 million.

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date. The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.     

Vantage Equipment, LLC (“Vantage”)

On December 31, 2020, the Company acquired all the assets of Vantage for a total purchase price of $24.2 million.  Based on the purchase price and the amount of floorplan eligible new equipment inventory acquired in the transaction, the Company estimates total enterprise value at close to be  $22.5 million.    

The estimated fair values of assets acquired, and liabilities assumed are provisional and are based on the information that was available as of the balance sheet date. The Company expects to finalize the valuation and complete the purchase price allocation as soon as practical but no later than one year from the acquisition date.

The Company expects the goodwill recognized to be 100% deductible for income tax purposes. Costs and expenses related to the acquisition have been expensed as incurred in operating expenses.    

 

Incremental costs including accounting and legal fees that were attributable to the acquisition activities were expensed as incurred and these costs were $1.3 million as of December 31, 2020.

Northland Industrial Truck Co., Inc. (“NITCO”)

The following table summarizes the net assets acquired from the acquisition in 2019 (amounts in millions):

 

 

 

NITCO

 

Accounts receivable

 

$

13.9

 

Other current & non-current assets

 

 

0.5

 

Inventory

 

 

35.7

 

Guaranteed purchase obligation asset

 

 

9.7

 

Property, plant, and equipment

 

 

18.8

 

Identifiable intangible assets

 

 

3.3

 

Goodwill

 

 

1.0

 

Total Assets

 

$

82.9

 

Accounts payable

 

 

(5.2

)

Guaranteed purchase obligation liability

 

 

(9.7

)

Capital lease obligations

 

 

(1.3

)

Other liabilities

 

 

(1.1

)

Total Liabilities

 

$

(17.3

)

Net Assets Acquired

 

$

65.6

 

 

On May 1, 2019, the Company purchased the assets of NITCO, for a total purchase price of $65.6 million. In connection with the purchase, NITCO, LLC was created.

The goodwill of $1.0 million arising from the acquisition consists largely of an assembled workforce and is expected to be deductible for income tax purposes.

The acquisition has been accounted for as a purchase business combination. Under the purchase method of accounting, the assets and liabilities assumed are recorded at the date of acquisition at their respective fair values.

The fair value of accounts receivable was determined based on the acquisition date net book value and an evaluation of amounts deemed recoverable through subsequent collection. The fair value of inventory and property, plant, and equipment were estimated to approximate their respective acquisition date net book values.   

It should be further noted that, upon the close of the acquisition, the Company established additional floorplan borrowings for new equipment in the amount of $23.5 million, for a total enterprise value of $42.1 million.            

Pro forma financial information - 2020

The Company completed the Flagler acquisition on February 14, 2020. Therefore, operating results of Flagler are included in the Company’s Consolidated Statement of Operations after February 14, 2020. Pursuant to ASC 805, pro forma disclosures should be reported whenever the year or interim period of the acquisition is presented. The pro forma information below gives effect to the Flagler acquisition as if the acquisition occurred on January 1, 2020.

 

 

 

December 31, 2020

 

 

 

1/1-12/31

 

 

1/1-2/14

 

 

 

 

 

 

 

The Company

 

 

Flagler

 

 

Total

 

Total revenues

 

$

873.6

 

 

$

25.8

 

 

$

899.4

 

Net loss

 

$

(24.0

)

 

$

(0.1

)

 

$

(24.1

)

 

 

The financial effect of the other acquisitions in 2020, individually and in the aggregate, was not material to the consolidated financial statements. As such, pro forma results of operations including other acquisitions have not been presented.

Pro forma financial information - 2019

    Pro forma balance sheet of Alta Equipment Group Inc. combined

The following table provides the pro forma balance sheet of Alta Equipment Group Inc. as of December 31, 2019 as if Flagler had been acquired on December 31, 2019. As NITCO was acquired by Alta effective May 1, 2019, they are included within the Alta amounts as of December 31, 2019.

 

(in millions, except share and per share amounts)

 

The Company

 

 

Flagler Pro Forma

 

 

Pro Forma Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

$

 

 

$

4.0

 

 

$

4.0

 

Accounts receivable, net

 

 

101.2

 

 

 

10.5

 

 

 

111.7

 

Inventories, net

 

 

137.2

 

 

 

31.3

 

 

 

168.5

 

Prepaid expenses and other current assets

 

 

5.7

 

 

 

0.8

 

 

 

6.5

 

Total current assets

 

 

244.1

 

 

 

46.6

 

 

 

290.7

 

PROPERTY AND EQUIPMENT, NET

 

 

196.5

 

 

 

52.7

 

 

 

249.2

 

OTHER ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

8.6

 

 

 

22.8

 

 

 

31.4

 

Intangible assets, net

 

 

3.0

 

 

 

 

 

 

3.0

 

Other assets

 

 

2.0

 

 

 

 

 

 

2.0

 

Total other assets

 

 

13.6

 

 

 

22.8

 

 

 

36.4

 

TOTAL ASSETS

 

$

454.2

 

 

$

122.1

 

 

$

576.3

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Lines of credit

 

$

72.5

 

 

$

34.4

 

 

 

106.9

 

Floor plan payable — new equipment

 

 

87.7

 

 

 

 

 

 

87.7

 

Floor plan payable — used and rental equipment

 

 

112.5

 

 

 

 

 

 

112.5

 

Current portion of long-term debt

 

 

7.1

 

 

 

 

 

 

7.1

 

Accounts payable

 

 

31.1

 

 

 

8.3

 

 

 

39.4

 

Customer deposits

 

 

7.2

 

 

 

 

 

 

7.2

 

Accrued expenses

 

 

16.0

 

 

 

3.5

 

 

 

19.5

 

Other current liabilities

 

 

9.3

 

 

 

 

 

 

9.3

 

Total current liabilities

 

 

343.4

 

 

 

46.2

 

 

 

389.6

 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of current portion

 

 

86.5

 

 

 

 

 

 

86.5

 

Capital lease obligations, net of current portion

 

 

1.4

 

 

 

 

 

 

1.4

 

Buyback residual obligations, net of current portion

 

 

0.7

 

 

 

 

 

 

0.7

 

Guaranteed purchase obligation, net of current portion

 

 

9.0

 

 

 

 

 

 

9.0

 

Lease liability, net of current portion

 

 

3.7

 

 

 

 

 

 

3.7

 

Other liabilities

 

 

3.1

 

 

 

 

 

 

3.1

 

Warrant liability

 

 

29.6

 

 

 

 

 

 

29.6

 

TOTAL LIABILITIES

 

$

477.4

 

 

$

46.2

 

 

$

523.6

 

STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

 

 

 

 

75.9

 

 

 

75.9

 

Retained earnings (deficit)

 

 

(23.2

)

 

 

 

 

 

(23.2

)

TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)

 

 

(23.2

)

 

 

75.9

 

 

 

52.7

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

 

$

454.2

 

 

$

122.1

 

 

$

576.3

 

 

     Pro forma statement of operations of Alta Equipment Group Inc.

The following table provides the pro forma statement of operations of Alta Equipment Group Inc. for the year ended December 31, 2019 as if NITCO and Flagler had been acquired on January 1, 2019. NITCO was acquired by Alta effective May 1, 2019. Flagler was acquired on February 14, 2020. Pursuant to ASC 805, pro forma disclosures should be reported whenever the year or interim period of the acquisition is presented. The pro forma results do not include any anticipated cost synergies or other effects of the integration of these entities into Alta.

 

(in millions, except share and per share amounts)

 

The Company

 

 

 

 

Pro Forma

 

 

 

 

Alta Pro Forma

 

 

NITCO Pro Forma

 

 

Flagler Pro Forma

 

 

Pro Forma Combined

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New, used and rental equipment sales

 

$

286.8

 

 

 

 

$

 

 

 

 

$

286.8

 

 

$

24.5

 

 

$

114.2

 

 

$

425.5

 

Parts sales

 

 

82.7

 

 

 

 

 

 

 

 

 

 

82.7

 

 

 

6.5

 

 

 

30.2

 

 

 

119.4

 

Service revenue

 

 

92.7

 

 

 

 

 

 

 

 

 

 

92.7

 

 

 

8.3

 

 

 

15.3

 

 

 

116.3

 

Rental revenue

 

 

95.2

 

 

 

 

 

 

 

 

 

 

95.2

 

 

 

5.9

 

 

 

17.3

 

 

 

118.4

 

Net revenue

 

$

557.4

 

 

 

 

$

 

 

 

 

$

557.4

 

 

$

45.2

 

 

$

177.0

 

 

$

779.6

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

New, used and rental equipment sales

 

 

251.8

 

 

 

 

 

 

 

 

 

 

251.8

 

 

 

21.7

 

 

 

102.0

 

 

 

375.5

 

Parts sales

 

 

54.1

 

 

 

 

 

 

 

 

 

 

54.1

 

 

 

3.7

 

 

 

23.5

 

 

 

81.3

 

Service revenue

 

 

34.6

 

 

 

 

 

 

 

 

 

 

34.6

 

 

 

2.0

 

 

 

8.5

 

 

 

45.1

 

Rental revenue

 

 

17.5

 

 

 

 

 

 

 

 

 

 

17.5

 

 

 

0.6

 

 

 

2.1

 

 

 

20.2

 

Rental depreciation

 

 

47.3

 

 

 

 

 

 

 

 

 

 

47.3

 

 

 

3.5

 

 

 

12.0

 

 

 

62.8

 

Cost of revenue

 

$

405.3

 

 

 

 

$

 

 

 

 

$

405.3

 

 

$

31.5

 

 

$

148.1

 

 

$

584.9

 

Gross profit

 

$

152.1

 

 

 

 

$

 

 

 

 

$

152.1

 

 

$

13.7

 

 

$

28.9

 

 

$

194.7

 

General and administrative expenses

 

 

137.6

 

 

 

 

 

(0.3

)

 

 

 

 

137.3

 

 

 

12.5

 

 

 

27.2

 

 

 

177.0

 

Depreciation and amortization expense

 

 

2.8

 

 

 

 

 

 

 

 

 

 

2.8

 

 

 

0.2

 

 

 

1.0

 

 

 

4.0

 

Total general and administrative expenses

 

 

140.4

 

 

 

 

 

(0.3

)

 

 

 

 

140.1

 

 

 

12.7

 

 

 

28.2

 

 

 

181.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

$

11.7

 

 

 

 

$

0.3

 

 

 

 

$

12.0

 

 

$

1.0

 

 

$

0.7

 

 

$

13.7

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(20.5

)

 

 

 

 

(1.0

)

 

 

 

 

(21.5

)

 

 

(0.2

)

 

 

(0.9

)

 

 

(22.6

)

Other income

 

 

1.3

 

 

 

 

 

 

 

 

 

 

1.3

 

 

 

0.4

 

 

 

0.5

 

 

 

2.2

 

Change in fair market value of warrants

 

 

(27.9

)

 

 

 

 

 

 

 

 

 

(27.9

)

 

 

 

 

 

 

 

 

(27.9

)

Total other income (expense)

 

$

(47.1

)

 

 

 

$

(1.0

)

 

 

 

$

(48.1

)

 

$

0.2

 

 

$

(0.4

)

 

$

(48.3

)

Loss before taxes

 

$

(35.4

)

 

 

 

$

(0.7

)

 

 

 

$

(36.1

)

 

$

1.2

 

 

$

0.3

 

 

$

(34.6

)

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(35.4

)

 

 

 

$

(0.7

)

 

 

 

$

(36.1

)

 

$

1.2

 

 

$

0.3

 

 

$

(34.6

)