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Business Combinations
9 Months Ended
Sep. 30, 2021
Business Combinations [Abstract]  
BUSINESS COMBINATIONS

NOTE 16 — BUSINESS COMBINATIONS

The following table summarizes the net assets acquired from the acquisitions in 2021 (amounts in millions):

 

 

ScottTech

 

Baron

 

Cash

$

0.5

 

$

 

Accounts receivable

 

0.9

 

 

 

Inventory

 

0.3

 

 

0.3

 

Prepaid and other assets

 

0.1

 

 

0.3

 

Rental fleet, net

 

 

 

 

Property and equipment, net

 

0.4

 

 

0.2

 

Intangible assets

 

 

 

 

Goodwill

 

1.5

 

 

0.8

 

Total Assets

$

3.7

 

$

1.6

 

 

 

 

 

 

 

 

Floor plan payable

 

 

 

 

Accounts payable

 

(0.3

)

 

 

Accrued expenses

 

(0.1

)

 

 

Other current liabilities

 

(0.9

)

 

(0.3

)

Other liabilities

 

 

 

 

Total liabilities

$

(1.3

)

$

(0.3

)

 

 

 

 

 

 

 

Net Assets Acquired

$

2.4

 

$

1.3

 

 

 

 

 

 

 

 

Assets acquired net of cash

$

1.9

 

$

1.3

 

SCOTTTECH, LLC (“ScottTech”)

On March 1, 2021, the Company acquired all the assets of ScottTech, for a total purchase price of $2.4 million, paid out of available funds.

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

Baron Industries (“Baron”)

On September 1, 2021, the Company acquired all the assets of Baron for a total purchase price of $1.3 million, of which $1.2 million was paid out of available funds, and the remaining $0.1 million will be paid out subject to finalization of working capital adjustments.

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 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 intangible 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 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

 

 

5.2

 

 

3.6

 

 

39.3

 

Inventory

 

37.5

 

 

9.6

 

 

0.4

 

 

4.7

 

 

6.8

 

 

6.3

 

 

7.5

 

 

72.8

 

Prepaid and other assets

 

0.5

 

 

1.0

 

 

0.2

 

 

0.2

 

 

 

 

 

 

 

 

1.9

 

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

 

 

1.0

 

 

8.1

 

Intangible assets

 

14.6

 

 

1.2

 

 

5.8

 

 

2.4

 

 

1.5

 

 

2.4

 

 

 

 

27.9

 

Goodwill

 

5.8

 

 

1.5

 

 

0.7

 

 

3.2

 

 

0.8

 

 

1.7

 

 

0.5

 

 

14.2

 

Total Assets

$

124.6

 

$

23.6

 

$

14.9

 

$

27.2

 

$

16.4

 

$

29.1

 

$

28.5

 

$

264.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Floor plan payable

 

(29.0

)

 

(3.5

)

 

 

 

(4.4

)

 

 

 

(0.8

)

 

(2.1

)

 

(39.8

)

Accounts payable

 

(14.0

)

 

(1.6

)

 

(1.5

)

 

(2.8

)

 

(0.2

)

 

(1.0

)

 

(1.4

)

 

(22.5

)

Accrued expenses

 

(4.1

)

 

 

 

(0.1

)

 

(0.3

)

 

(0.1

)

 

(0.3

)

 

(0.6

)

 

(5.5

)

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

)

$

(2.1

)

$

(4.2

)

$

(73.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Assets Acquired

$

76.2

 

$

18.4

 

$

9.4

 

$

19.3

 

$

16.1

 

$

27.0

 

$

24.3

 

$

190.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets acquired net of cash

$

75.8

 

$

18.4

 

$

6.4

 

$

17.2

 

$

16.1

 

$

27.0

 

$

24.3

 

$

185.2

 

 

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. Costs and expenses related to the acquisition were 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. Costs and expenses related to the acquisition were 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 15, 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. Costs and expenses related to the acquisition were 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. Costs and expenses related to the acquisition were 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. Costs and expenses related to the acquisition were 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 $23.0 million. The Company also 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 $27.0 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 $23.7 million.

The acquisition has been accounted for as a purchase business combination. 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.

Subsequent to the 2020 year-end audit, before one year from the acquisition date, the Company recorded a purchase price allocation and working capital adjustment of $0.6 million which yielded a total purchase price of $27.0 million.

Costs and expenses related to the acquisition were 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 $24.3 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 $22.6 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.

Subsequent to the 2020 year-end audit, before one year from the acquisition date, the Company recorded a purchase accounting adjustment to its Vantage acquisition that increased net assets acquired by $0.1 million which yielded a total purchase price of $24.3 million.

Costs and expenses related to the acquisition were expensed as incurred in operating expenses.

Pro forma financial information – 2021

The financial effect of the 2021 acquisitions were not material to the consolidated financial statements. As such, pro forma results of operations have not been presented.

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 from 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.

 

 

 

 

 

(amounts in millions)

 

The Company

 

 

Flagler

 

 

Total

 

Total revenues

 

$

593.2

 

 

$

25.8

 

 

$

619.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$

(20.8

)

 

$

(0.1

)

 

$

(20.9

)

 

 

The financial effect of the other acquisitions, 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.