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

3. Acquisitions

Trilogy Plastics

On July 30, 2021, the Company acquired the assets of Trilogy, a custom rotational molder specializing in high quality parts and assemblies, which is included in the Material Handling Segment. The Trilogy acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $34.5 million, including a working capital adjustment of $0.3 million that was paid in November 2021. The Company funded the acquisition with proceeds from the Loan Agreement described in Note 12.

The acquisition of Trilogy was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarizes the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on their preliminary estimated fair values at the acquisition date, which are subject to adjustment. The purchase accounting will be finalized within one year from the acquisition date.

 

Assets acquired:

 

 

Accounts receivable

$

3,929

 

Inventories

 

2,752

 

Prepaid expenses

 

63

 

Other assets - long term

 

93

 

Property, plant and equipment

 

4,903

 

Right of use asset - operating leases

 

8,685

 

Intangible assets

 

14,333

 

Goodwill

 

10,003

 

Assets acquired

$

44,761

 

 

 

 

Liabilities assumed:

 

 

Accounts payable

$

765

 

Accrued expenses

 

777

 

Operating lease liability - short term

 

576

 

Operating lease liability - long term

 

8,108

 

Total liabilities assumed

 

10,226

 

 

 

 

Net acquisition cost

$

34,535

 

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

 

 

Fair Value

 

 

Weighted Average
Estimated
Useful Life

Customer relationships

 

$

12,463

 

 

18.0 years

Trade name

 

 

1,870

 

 

10.0 years

Total amortizable intangible assets

 

$

14,333

 

 

 

Elkhart Plastics

On November 10, 2020, the Company acquired the assets of Elkhart Plastics, a manufacturer of engineered products for the RV, marine, agricultural, construction, truck and other industries, which is included in the Company’s Material Handling Segment. The Elkhart Plastics acquisition aligns with the Company’s long-term strategic plan to transform the Company into a high-growth, customer-centric innovator of value-added engineered plastic solutions. The purchase price for the acquisition was $63.8 million, including a working capital adjustment of $1.2 million, which was settled in 2021. The Company funded the acquisition using available cash.

The acquisition of Elkhart Plastics was accounted for using the acquisition method, whereby all of the assets acquired and liabilities assumed were recognized at their fair value on the acquisition date, with any excess of the purchase price over the estimated fair value recorded as goodwill. The following table summarized the allocation of the purchase price based on the estimated fair value of assets acquired and liabilities assumed based on the estimated fair values at the acquisition date.

 

Assets acquired:

 

 

Accounts receivable

$

12,026

 

Inventories

 

13,639

 

Prepaid expenses

 

960

 

Other assets - long term

 

34

 

Property, plant and equipment

 

18,038

 

Right of use asset - operating leases

 

13,757

 

Deferred tax

 

451

 

Intangible assets

 

16,627

 

Goodwill

 

11,792

 

Assets acquired

$

87,324

 

 

 

 

Liabilities assumed:

 

 

Accounts payable

$

5,603

 

Accrued expenses

 

4,623

 

Operating lease liability - short term

 

2,390

 

Operating lease liability - long term

 

10,867

 

Total liabilities assumed

 

23,483

 

 

 

 

Net acquisition cost

$

63,841

 

 

The goodwill represents the future economic benefits arising from other assets acquired that could not be individually and separately recognized, and the Company expects that the goodwill recognized for the acquisition will be deductible for tax purposes.

The intangible assets included above consist of the following:

 

 

Fair Value

 

 

Weighted Average
Estimated
Useful Life

Customer relationships

 

$

10,210

 

 

18.0 years

Trade name

 

 

5,817

 

 

10.0 years

Non-competition agreements

 

 

600

 

 

5.0 years

Total amortizable intangible assets

 

$

16,627

 

 

 

Tuffy

On August 26, 2019, the Company acquired the assets of Tuffy, a warehouse distributor of tire repair equipment and supplies, which is included in the Distribution Segment. The Tuffy acquisition aligns with the Company’s strategy to grow in key niche markets and focus on strategic account customers. The purchase price for the acquisition was $18.7 million, including a working capital adjustment of $0.7 million that was paid in 2020. The Company funded the acquisition using available cash.