BUSINESS ACQUISITIONS, INVESTMENTS AND REDEEMABLE NONCONTROLLING INTERESTS

Business Acquisitions

On May 9, 2012, the Company acquired 100% of the shares of Modular Engineering Company Pty Ltd. ("Modular") for $7,875. An initial payment of $5,237 was made at closing. On May 8, 2013, another installment of the purchase price in the amount of $1,530 was paid. The remaining purchase price will be paid on the second anniversary of the closing date. Modular, a manufacturer of pressure vessels, process and storage tanks and other natural gas filtration products and distributor of aftermarket elements, is located in Henderson, Western Australia. The acquisition of Modular gave the Company first-fit manufacturing capabilities in Western Australia, as well as a platform for aftermarket growth throughout the region. Modular has been combined into an existing Company subsidiary, which is part of the Company's Industrial/Environmental Filtration segment. An allocation of the purchase price for the acquisition was made to major categories of assets and liabilities. Acquired finite-lived intangible assets of $2,552 were recorded in connection with the purchase. The $5,339 excess of the initial purchase price over the estimated fair value of the assets acquired and liabilities assumed was recorded as goodwill, which is not deductible for income tax purposes. Net sales and Operating profit (loss) attributable to Modular for the years ended November 30, 2013 and 2012 were as follows:



	2013			2012
Net sales	$	7,035		$	5,314
Operating profit (loss)	$	(1,513	)	$	149

On December 29, 2010, the Company acquired 100% of the outstanding membership interests in TransWeb LLC (“TransWeb”), a privately-owned manufacturer of media used in a variety of end-use applications, including respirators and HVAC filters. Founded in 1996 and based in Vineland, New Jersey, TransWeb supplied media to a subsidiary of the Company for several years. TransWeb was acquired to expand the Company’s technology capabilities in the area of media development and to enhance the product offerings of the Company's filtration operating companies. TransWeb’s results are included in the Industrial/Environmental Filtration segment from the date of acquisition. The base purchase price to acquire TransWeb of $30,017, excluding cash acquired, included a $17,000 liability due to the former owners of TransWeb, which payment could be reduced dollar-for-dollar for qualifying costs incurred by the Company in connection with the 3M litigation (see Note L). Since the acquisition, the Company has expensed legal costs in connection with the 3M litigation and simultaneously recorded the recovery of such costs from the former owners through a reduction of the liability due to the former owners and a corresponding reduction in legal expense. As of the date of this filing, the qualifying costs incurred by the Company have exceeded $17,000, and, as such, no further payments are due to the former owners of TransWeb. The Company incurred legal charges of $2,113, $10,140 and $6,329, respectively, during the years ended November 30, 2013, 2012, and 2011 related to the 3M litigation, of which $17,000 has been applied against the $17,000 liability due to the former owners of TransWeb, and the remaining amount of $1,582 expensed and included in Selling and administrative expenses in the Consolidated Statement of Earnings for the year ended November 30, 2013. Also, a contingent liability for a potential earn-out payment to one of the former owners of $1,018 was recorded on the acquisition date at fair value by applying the income approach. During 2013, the Company reduced the fair value of the contingent earn-out payment to $0, based on changes in the projected earnings of TransWeb. Further, the Company assumed existing long term debt of $1,544, which was immediately repaid in connection with the closing, and paid the balance of the purchase price with available cash. The Company recorded $13,000 of intangible assets in connection with the acquisition, excluding goodwill, and recorded the excess of cost over the fair value of the net tangible and intangible assets acquired of $7,976 as goodwill, which is deductible for income tax purposes. The Company also incurred costs of $141 related to the acquisition which were included in Selling and administrative expenses in the Consolidated Statements of Earnings for the year ended November 30, 2011. Net sales and Operating profit (loss) attributable to TransWeb for the years ended November 30, 2013, 2012 and 2011 were as follows:



	2013			2012			2011
Net sales	$	5,400		$	8,607		$	13,022
Operating profit (loss)	$	(2,262	)	$	(378	)	$	2,552

In December 2007, the Company purchased a distributor of engineered filtration products in Canada for $1,402 including acquisition costs. During fiscal year 2008, $811 of the purchase price was paid, $198 of the purchase price was paid during fiscal year 2009, $142 was paid during fiscal year 2010, $99 was paid during fiscal year 2011 and the remaining amount was paid during fiscal year 2012. The business is included in the Industrial/Environmental Filtration segment from the date of acquisition and is not material to the results of the Company.

During fiscal year 2010, the Company accrued $666 pursuant to the terms of the purchase agreement related to a 2006 Industrial/Environmental Filtration segment acquisition and recorded additional goodwill. The amount was paid during fiscal year 2011. A final payment of $257 was made during fiscal year 2012 based on the operating performance of the acquired entity and recorded as additional goodwill.

Investments

The Company owns 30% of BioProcess H2O LLC (“BPH”), a Rhode Island-based manufacturer of industrial waste water and water reuse filtration systems, for $4,000. During the years ended November 30, 2013 and 2012 , the Company did not make any additional investments. During the year ended November 30, 2011, the Company invested an additional $150. Of the additional amounts invested, $21 has not yet been funded and is included in Accounts payable and accrued liabilities in the accompanying Consolidated Balance Sheets. Under the terms of the agreement with BPH, the Company has the right, but not the obligation, to acquire additional ownership shares and eventually complete ownership of BPH over several years at a price based on, among other factors, BPH’s operating income. The investment, with a carrying amount of $3,097 and $3,137, at November 30, 2013 and 2012, respectively, included in Other noncurrent assets in the Consolidated Balance Sheets, is being accounted for under the equity method of accounting. The carrying amount is adjusted each period to recognize the Company’s share of the earnings or losses of BPH based on the percentage of ownership, as well as the receipt of any dividends. The Company did not receive any dividends from BPH during the years ended November 30, 2013, 2012, or 2011 The equity investment is periodically reviewed for indicators of impairment.

The Company also owns a 15.62% share in BioProcess Algae LLC (“Algae”), a Delaware-based company developing technology to grow and harvest algae which can be used to consume carbon dioxide and also be used as a renewable energy source. During the years ended November 30, 2013, 2012 and 2011, the Company invested an additional $392, $1,114 and $300, respectively, all of which the Company had funded as of November 30, 2013. The investment, with a carrying amount of $2,204 and $1,812, at November 30, 2013 and November 30, 2012, respectively, included in Other noncurrent assets, is being accounted for under the cost method of accounting. Under the cost method, the Company recognizes dividends as income when received and reviews the cost basis of the investment for impairment if factors indicate that a decrease in value of the investment has occurred. During the years ended November 30, 2013, 2012, and 2011 the Company received dividends of $0, $1,200, and $0 from Algae, which are included in Other, net, in the accompanying Consolidated Statements of Earnings.

Redeemable Noncontrolling Interests

In March 2007, the Company acquired an 80% ownership share in Sinfa SA ("SINFA"), a manufacturer of automotive and heavy-duty engine filters based in Casablanca, Morocco, which is included in the Engine/Mobile Filtration segment. As part of the purchase agreement, the Company and the noncontrolling owners each have an option to require the purchase of the remaining 20% ownership shares by the Company after December 31, 2012 which would result in SINFA becoming a wholly owned subsidiary. As of November 30, 2013, neither the Company nor the noncontrolling interest owners had exercised the purchase option. The remaining 20% of SINFA owned by the noncontrolling owners has been reported as Redeemable noncontrolling interests and classified as mezzanine equity in the Consolidated Balance Sheets. The Redeemable noncontrolling interests is reflected at its carrying value, which is greater than its estimated redemption price. The Redeemable noncontrolling interests will be accreted to the redemption price, through equity, at the point at which the redemption becomes probable. The Company has not recorded any accretion to date.