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Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions
ACQUISITIONS

During 2018 and 2017 the Company acquired five businesses for an aggregate consideration of $166 million, net of cash acquired. A summary of the acquisitions made during the period is as follows:
Date
 
Type
 
Company/Product Line
 
Location
 
Segment
 
 
 
 
 
 
 
 
 
July 12, 2018
 
Stock
 
FTNON
 
Almelo, Netherlands
 
FoodTech
 
 
 
 
 
 
 
 
 
A manufacturer of equipment and solutions for the fresh produce, ready meals, and pet food industries.
 
 
 
 
 
 
 
 
 
January 26, 2018
 
Stock
 
Schröder
 
Breidenbach, Germany
 
FoodTech
 
 
 
 
 
 
 
 
 
Manufacturer of engineered processing solutions to the food industry.
 
 
 
 
 
 
 
 
 
July 31, 2017
 
Stock
 
PLF International Ltd.
 
Harwich (Sussex), England
 
FoodTech
 
 
 
 
 
 
 
 
 
Manufacturer and leading provider of powder filling systems for global food and beverage, and nutraceutical markets.
 
 
 
 
 
 
 
 
 
July 3, 2017
 
Stock
 
Aircraft Maintenance Support Services, Ltd.
 
Mid Glamorgan, Wales
 
AeroTech
 
 
 
 
 
 
 
 
 
Manufacturer of military and commercial aviation equipment.
 
 
 
 
 
 
 
 
 
February 24, 2017
 
Stock
 
Avure Technologies, Inc.
 
Middletown, OH
 
FoodTech
 
 
 
 
 
 
 
 
 
Manufacturer of high pressure processing (HPP) systems. HPP is a cold pasteurization technology that ensures food safety without heat or preservatives, maintaining fresh food characteristics such as flavor and nutritional value, while extending shelf life.

Each acquisition has been accounted for as a business combination. For stock acquisitions, 100% of the equity interests were acquired. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.
The following presents the purchase price allocation of the assets acquired and the liabilities assumed, based on their estimated values:
 
 
PLF
 
Avure
 
FTNON (1)
 
Other(2)
 
Total
(In millions)
 
 
 
 
 
 
 
 
 
 
Financial assets
 
$
20.8

 
$
4.3

 
$
17.2

 
$
11.2

 
$
53.5

Inventories
 
1.0

 
14.4

 
4.4

 
8.8

 
28.6

Property, plant and equipment
 
2.2

 
4.5

 
3.9

 
9.9

 
20.5

Other intangible assets (3)
 
17.9

 
20.8

 
19.0

 
8.9

 
66.6

Deferred taxes
 
(3.5
)
 
(3.6
)
 
(3.4
)
 
(0.5
)
 
(11.0
)
Financial liabilities
 
(5.5
)
 
(10.5
)
 
(20.5
)
 
(9.0
)
 
(45.5
)
Total identifiable net assets
 
$
32.9

 
$
29.9

 
$
20.6

 
$
29.3

 
$
112.7

 
 
 
 
 
 
 
 
 
 
 
Cash consideration paid
 
$
49.8

 
$
58.9

 
$
43.6

 
$
32.6

 
$
184.9

Holdback payments due to seller
 
1.8

 

 

 
1.9

 
3.7

Total consideration
 
51.6

 
58.9

 
43.6

 
34.5

 
$
188.6

Cash acquired
 
15.5

 

 
4.9

 
2.2

 
22.6

Net consideration
 
$
36.1

 
$
58.9

 
$
38.7

 
$
32.3

 
$
166.0

 
 
 
 
 
 
 
 
 
 
 
Goodwill
 
$
18.7

 
$
29.0

 
$
23.0

 
$
5.2

 
$
75.9


(1)
The purchase accounting for FTNON is provisional. The valuation of certain working capital balances and income tax balances and residual goodwill related to each is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the year ended December 31, 2018, we refined our estimates for working capital balances by $(1.0) million, property plant and equipment by ($0.5) million, other intangibles by ($0.4) million, and deferred taxes by $1.2 million. The impact of these adjustments during was reflected as a net increase in goodwill of $0.7 million. These adjustments resulted in an immaterial impact to the consolidated statement of income.
(2)
Other balances include AMSS and Schröder.
The purchase accounting for Schröder was final as of December 31, 2018. During the year ended December 31, 2018, we refined our estimates for working capital balances by $0.3 million, deferred tax asset by $0.4 million, and other intangible assets by ($0.8) million. The impact of these Schröder adjustments during the year ended December 31, 2018 was reflected as a net increase in goodwill of $0.1 million. These adjustments resulted in an immaterial impact to the consolidated statement of income.
(3) The acquired intangible assets subject to amortization are being amortized on a straight-line basis over their estimated useful lives, which range from five to twenty years. The intangible assets acquired in 2018 include customer relationships totaling $8.2 million (12 - year weighted average useful life), technology totaling $10.4 million (9 - year weighted average useful life), and tradenames totaling $3.8 million (16 - year weighted average useful life) . The tradenames for Avure and PLF have been determined to have indefinite lives and are reviewed annually for impairment.
The pro forma impact of these acquisitions is not material individually or in aggregate and as such, is not presented.