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Business Combinations
12 Months Ended
Dec. 31, 2021
Business Combinations [Abstract]  
Business Combinations

3. Business Combinations

Acquisition of Aspen Equipment Company

On September 1, 2021, the Company completed the acquisition of substantially all of the assets of Aspen Equipment Company ("Aspen"), a diversified crane dealer and a leading final stage purpose built work truck upfitter for a purchase price of approximately $50.2 million. The acquisition of Aspen was funded from existing cash resources and expands Manitowoc's direct-to-customer footprint in Iowa, Nebraska and Minnesota with new sales, used sales, parts, service and rentals to a variety of end markets.

 

Included in the purchase price was $12.9 million of net working capital, $6.0 million of property, plant and equipment, $19.3 million of rental fleet, $0.4 million of other assets, $6.2 million of goodwill and $5.4 million of intangible assets. Refer to Note 10, "Goodwill and Other Intangible Assets," for additional information on the class of intangibles acquired and goodwill recorded. The purchase price allocation is subject to the completion of final valuation of the net assets acquired.

 

The financial results of Aspen from September 1, 2021 are included in the Company's consolidated financial statements and are reported in the Americas segment. The amount of revenue and income from operations associated with the acquisition from the acquisition date to December 31, 2021 did not have a material impact on the consolidated financial statements. Pro-forma financial information has not been provided as the acquisition did not have a material impact on the Consolidated Statements of Operations.

Acquisition of H&E Crane Business

On October 1, 2021, the Company completed the acquisition of substantially all of the assets and certain liabilities of the crane business of H&E Equipment Services, Inc. (“H&E”) for a transaction price of approximately $139.1 million which is inclusive of the purchase price of $130.0 million, working capital and other adjustments of $5.9 million and settlement of outstanding balances between the Company and the acquired company of $3.2 million. The purchase price is subject to customary adjustments for, among other things, finalization of net working capital and other transaction adjustments. The acquisition was funded from existing cash resources, including the use of the ABL revolver of which $100.0 million was outstanding as of December 31, 2021. The H&E crane business operates with ten full-service branch locations under the Company's new wholly owned subsidiary, MGX Equipment Services, LLC ("MGX"), and expands Manitowoc’s ability to provide new sales, used sales, aftermarket parts, service and crane financing options to a variety of end market customers.

The purchase price was allocated to underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of the combination as follows:

Net working capital

 

$

50.0

 

Property, plant and equipment

 

 

13.1

 

Rental fleet

 

 

48.2

 

Goodwill

 

 

8.9

 

Noncompetition agreement intangible

 

 

3.8

 

Customer relationships intangible

 

 

15.1

 

Total fair value consideration

 

$

139.1

 

The financial results of the H&E crane business from October 1, 2021 are included in the Company's consolidated financial statements and are reported in the Americas segment. The amount of revenue on a standalone basis generated by the acquisition from October 1, 2021 to December 31, 2021 was $50.6 million, $7.6 million net of previously recorded third-party sales. The amount of earnings associated with the acquisition from October 1, 2021 through December 31, 2021 was immaterial to the Company's Consolidated Statement of Operations. Pro-forma financial information has not been provided as the acquisition did not have a material impact on the Consolidated Statements of Operations.