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Subsequent Events
6 Months Ended
Nov. 30, 2011
Subsequent Events [Abstract]  
Subsequent Events

NOTE P – Subsequent Events

On December 1, 2011, we acquired the propane fuel cylinders business of The Coleman Company, Inc. ("Coleman"). The purchase price consisted of cash consideration of approximately $23,400,000. We anticipate completing the purchase price allocation for this acquisition in the third quarter of fiscal 2012. On December 1, 2011, we also executed a license agreement with Coleman whereby we obtained the exclusive right to use certain trademarks within the United States and Canada in connection with our operation of the acquired business. Under the terms of the license agreement, we are required to make minimum annual royalty payments of $2,000,000. The acquired net assets became part of our Pressure Cylinders operating segment upon closing of the transaction.

 

In December 2011, our suspended ceiling systems joint venture, WAVE, completed a refinancing transaction. In connection with this refinancing transaction, WAVE executed a $225,000,000 three-year revolving credit agreement and a $50,000,000 ten-year private placement bond that bears interest at a rate of 4.90%. A portion of the aggregate proceeds was used to repay $150,000,000 outstanding under WAVE's previous credit agreement. The remaining proceeds were used to pay a non-recurring $50,000,000 special dividend to each of WAVE's two joint venture members. As a result of the special dividend, cumulative distributions received during fiscal 2012 have exceeded our portion of the cumulative equity in the net earnings of WAVE.

On December 29, 2011, we acquired all of the outstanding capital stock of Angus Industries, Inc. ("Angus"), a manufacturer of OEM cabs for mobile equipment, for $180,000,000. Excluding an adjustment for final working capital, the purchase price consisted of cash consideration of $126,700,000, the assumption of $47,000,000 of debt and 382,746 restricted common shares with a fair value of $6,300,000 based on the closing market price of our common shares on the acquisition date. A portion of the cash consideration was funded with proceeds from the $50,000,000 special dividend from WAVE, with the remainder funded through borrowings under the Credit Facility. We expect the purchase price allocation for this acquisition will be recorded in the third quarter of fiscal 2012. The operations of Angus will be reported within a newly-formed operating segment, Engineered Cabs, which is expected to be disclosed as a separate reportable business segment.

On January 10, 2012, we announced a voluntary recall of our MAP-PRO®, Propylene and MAAP® cylinders and related hand torch kits. The recall is a precautionary step and involves a valve supplied by a third party that may leak when a torch or hose is disconnected from the cylinder. We are unaware of any incidence of fire or injury caused by this situation. In connection with this matter, for the three months ended November 30, 2011, we recorded certain accruals for our estimated probable costs, including $4,737,000 for product returns and $3,883,000 for recall-related costs. Estimated product returns have been recorded as a reduction of net sales and estimated recall-related costs have been included in cost of goods sold. In addition, we wrote-off $1,051,000 of affected inventory, which was also included in cost of goods sold. Accordingly, consolidated operating results for the three and six months ended November 30, 2011 reported in this Quarterly Report on Form 10-Q reflect a $9,671,000 pre-tax decrease from that reported in our earnings release dated January 5, 2012.

Our plans for the recall are still being finalized and actual costs related to this matter may vary from the estimate. The ultimate cost will depend on several factors, including the actual number of customer returns, the freight costs associated with transporting the cylinders from our customer sites, the number of consumers who respond to the recall, and whether costs will be recovered from the supplier of the valve. Recoveries, if any, will not be recorded until an agreement is reached with the supplier. We expect the majority of the direct costs related to the recall to be paid before the end of fiscal 2012.