TENNANT CO
For the period ended Dec 31, 2024. Filed Feb 18, 2025.
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FY2024 · Filed Feb 18, 2025
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Acquisitions and Divestitures
- Acquisitions and Divestitures
Acquisition of M&F Management and Financing GmbH
On February 29, 2024, we acquired 100% of M&F Management and Financing GmbH ("M&F"), the parent company of TCS EMEA GmbH ("TCS"), as we seek to accelerate growth in the EMEA region.
Based in Austria, TCS was Tennant Company's largest Central and Eastern Europe distributor. The acquisition gives Tennant a knowledgeable and experienced sales force and an established direct channel into countries including Romania, Hungary, Czech Republic, and Slovakia, along with an expanded network in Austria, Switzerland, Poland, and other nations in the region, as well as the Middle East and Africa.
Our consolidated financial results for the year ended December 31, 2024 include $22.0 million of revenue and $0.2 million of net income related to TCS. The proforma impact of this acquisition is immaterial to our operations.
The purchase price has been allocated based on the estimated fair value of assets acquired and liabilities assumed at the date of the acquisition.
The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:
| March 31,2024 · Adjustments · June 30,2024 · Adjustments · December 31,2024 | ||||||
|---|---|---|---|---|---|---|
| Components of purchase price: | ||||||
| Cash paid | $30.8 | $0.2 | $31.0 | $— | $31.0 | |
| Settlement of preexisting transactions | 3.9 | — | 3.9 | — | 3.9 | |
| Total purchase price | 34.7 | 0.2 | 34.9 | — | 34.9 | |
| ASSETS | ||||||
| Cash | 5.3 | 0.1 | 5.4 | — | 5.4 | |
| Other current assets | 8.0 | (0.7) | 7.3 | 1.6 | 8.9 | |
| Intangible assets subject to amortization | ||||||
| Customer lists | 13.6 | (0.4) | 13.2 | — | 13.2 | |
| Backlog | 0.6 | — | 0.6 | — | 0.6 | |
| Other assets | 5.3 | 0.3 | 5.6 | 0.1 | 5.7 | |
| Total identifiable assets acquired | 32.8 | (0.7) | 32.1 | 1.7 | 33.8 | |
| LIABILITIES | ||||||
| Current liabilities | (1.5) | — | (1.5) | (1.6) | ||
| Long-term liabilities | (5.0) | (0.2) | (5.2) | (1.5) | (6.7) | |
| Total identifiable liabilities assumed | (6.5) | (0.2) | (6.7) | (1.6) | (8.3) | |
| Net assets acquired | 26.3 | (0.9) | 25.4 | 0.1 | 25.5 | |
| Goodwill | $8.4 | $1.1 | $9.5 | $(0.1) | $9.4 | |
The total purchase price includes cash paid of $31.0 million and the settlement of $3.9 million of preexisting transactions. In connection with the acquisition, we paid cash totaling $30.8 million on the acquisition date of February 29, 2024 and $0.2 million in the second quarter of 2024. The adjustments made to the purchase price allocation in the fourth quarter of 2024 relate to the finalization of the impacts associated with income taxes.
The goodwill isnot expected to be deductible for income tax purposes. The expected lives of the acquired intangible assets is 3 months and 10 years for backlog and customer lists, respectively, and are being amortized on a straight-line basis.
Sale of Building
During the second quarter of 2022, we sold a building located in Golden Valley, Minnesota. The resulting pre-tax gain was $3.7 million and is reflected as a gain on sale of assets in the consolidated statements of income. Proceeds from the sale of assets were $4.1 million.
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