Acquisitions (Tables)

12 Months Ended

Dec. 31, 2021

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information

The following table presents the unaudited pro forma combined net sales of the Company, OSW, Ground Force and Deist for the years ended December 31, 2021 and 2020, assuming the transactions occurred on January 1, 2020. Pro forma combined income from continuing operations and pro forma diluted earnings per share are not presented, as they would not be materially different from the results reported for the years ended December 31, 2021 and 2020.

	For the Years Ended December 31,
(in millions)	2021		2020
Net sales	$	1,287.7	$	1,229.1

Deist

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)	$	36.5
Estimated fair value of additional consideration (b)	2.0
Total consideration	38.5
Accounts receivable	5.1
Inventories	8.9
Prepaid expenses and other current assets	0.2
Properties and equipment	8.5
Customer relationships (c)	10.0
Trade names (d)	6.1
Other intangible assets	0.3
Accounts payable	(1.8)
Accrued liabilities	(3.3)
Customer deposits	(0.6)
Net assets acquired	33.4
Goodwill (e)	$	5.1

Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)

(a)    The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility.

(b)    Represents the estimated fair value of the contingent earn-out payment as of the acquisition date, which is included as a component of Other long-term liabilities on the Consolidated Balance Sheets. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.

(c)    Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(d)    Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e)    Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

Ground Force

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of preliminary adjustment for working capital and other post-closing items (a)	$	43.1
Total consideration	43.1
Accounts receivable	3.4
Inventories	3.9
Prepaid expenses and other current assets	0.3
Properties and equipment	1.3
Operating lease right-of-use assets	3.0
Customer relationships (b)	16.3
Trade names (c)	10.0
Other intangible assets	0.4
Operating lease liabilities	(3.0)
Accounts payable	(1.8)
Accrued liabilities	(0.7)
Customer deposits	(3.3)
Net assets acquired	29.8
Goodwill (d)	$	13.3

(a)    The initial purchase price, which is subject to certain post-closing adjustments, including working capital, was funded through existing cash and borrowings under the Company’s revolving credit facility.

(b)    Represents the preliminary fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(c)    Represents the preliminary fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(d)    Goodwill, which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

OSW

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of adjustment for working capital and preliminary adjustment for other post-closing items (a)	$	53.2
Total consideration	53.2
Cash	1.3
Accounts receivable	3.5
Inventories	8.3
Prepaid expenses and other current assets	0.7
Properties and equipment	5.8
Operating lease right-of-use assets	12.3
Customer relationships (b)	11.3
Trade names (c)	8.4
Other intangible assets	0.2
Operating lease liabilities	(12.3)
Accounts payable	(3.8)
Accrued liabilities	(1.9)
Customer deposits	(0.8)
Finance lease obligations	(1.7)
Net assets acquired	31.3
Goodwill (d)	$	21.9

(a)    The purchase price was funded through existing cash and borrowings under the Company’s revolving credit facility. The purchase price includes a working capital adjustment of $0.2 million, which was received in January 2022, and remains subject to change based on the finalization of certain other post-closing adjustments, which are expected to be resolved during 2022.

(b)    Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with a preliminary estimated useful life of approximately 12 years.

(c)    Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(d)    Goodwill, the majority of which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

MRL

Business Acquisition [Line Items]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date:

(in millions)
Purchase price, inclusive of adjustment for working capital and other post-closing items (a)	$	49.0
Estimated fair value of additional consideration (b)	4.1
Total consideration	53.1
Cash	0.2
Accounts receivable	3.8
Inventories	13.8
Prepaid expenses and other current assets	0.3
Properties and equipment	6.4
Operating lease right-of-use assets	4.6
Other long-term assets	0.1
Customer relationships (c)	17.7
Trade names (d)	9.0
Other intangible assets	1.4
Operating lease liabilities	(4.6)
Accounts payable	(3.7)
Accrued liabilities	(1.9)
Customer deposits	(6.5)
Deferred tax liabilities	(1.4)
Net assets acquired	39.2
Goodwill (e)	$	13.9

(a)    The purchase price was funded with borrowings under the Company’s revolving credit facility. The purchase price includes adjustments for working capital and other post-closing items, which were finalized in the fourth quarter of 2019, with the Company receiving $0.8 million in the first quarter of 2020.

(b)    Represents the estimated fair value of the contingent earn-out payment as of the acquisition date. Changes in the estimated fair value of the contingent earn-out payment subsequent to the completion of the Company’s purchase price allocation have been included as a component of Acquisition and integration-related (benefits) expenses on the Consolidated Statements of Operations. See Note 18 – Fair Value Measurements for discussion of the methodology used to determine the fair value of the contingent earn-out payment.

(c)    Represents the fair value assigned to customer relationships, which are considered to be definite-lived intangible assets, with an estimated useful life of approximately 12 years.

(d)    Represents the fair value assigned to trade names, which are considered to be indefinite-lived intangible assets.

(e)    Goodwill, the majority of which is tax-deductible, has been allocated to the Environmental Solutions Group on the basis that the synergies identified will primarily benefit this segment.

Business Acquisition, Pro Forma Information

The following table presents the unaudited pro forma combined net sales of the Company and MRL for the years ended December 31, 2019 and 2018, assuming the transaction occurred on January 1, 2018. Pro forma combined income from continuing operations and pro forma diluted earnings per share are not presented, as they would not be materially different from the results reported for the years ended December 31, 2019 and 2018.

	For the Years Ended December 31,
(in millions)	2019		2018
Net sales	$	1,252.7	$	1,156.4