BUSINESS ACQUISITIONS AND NONCONTROLLING INTERESTS

Business Acquisitions

FibeRio

On March 7, 2016, the Company acquired certain assets of FibeRio Technology Corporation (“FibeRio”), a technology company focused on the research, development and commercialization of performance fabric and filtration media, for a purchase price of approximately $11,918 consisting of $8,031 in cash and $3,887 in contingent earn-out liability. The assets acquired and the activities of FibeRio are in the process of being merged into the Company's Innovation Center, located near the Company's headquarters in Franklin, Tennessee, which supports the Company's global growth and innovation activities including research and development. A preliminary allocation of the purchase price to the assets acquired was made based on available information and incorporating management’s best estimates. Assets acquired in the transaction were recorded at their estimated acquisition-date fair values, consisting primarily of $5,300 of in-process research and development, $3,300 of machinery and equipment, and $3,318 of goodwill. The assets of FibeRio were acquired primarily to expand the Company's capabilities in filtration media research and product development. Goodwill recorded in connection with the acquisition, which is deductible for tax purposes, represents the estimate future value of such opportunities. A contingent liability for a potential earn-out payment to the former owners, based on sales of products generated by or through processes utilizing FibeRio's technology during the five years subsequent to the acquisition date, was initially recorded at its acquisition-date estimated fair value of $3,887 which is included in Other long-term liabilities in the Consolidated Condensed Balance Sheet at May 28, 2016. The Company is currently in the process of finalizing the valuations of all assets acquired. The Company expects to finalize the purchase price allocation within one year of the purchase date.

TDC

On January 29, 2016, the Company acquired certain assets of TDC Filter Manufacturing, Inc. (“TDC”), a manufacturer and supplier of pleated filter bags, dust collection cartridges and gas turbine air filters, for a purchase price of approximately $11,268. The operations of TDC have been merged into the Company's CLARCOR Industrial Air business, headquartered in Overland Park, Kansas, which is part of the Company's Industrial/Environmental Filtration segment. A preliminary allocation of the purchase price to the assets acquired was made based on available information and incorporating management’s best estimates. Assets acquired in the transaction were recorded at their estimated acquisition-date fair values, consisting primarily of $3,200 of customer relationships, $2,551 of inventory, $1,959 of machinery and equipment, and $3,408 of goodwill. The assets of TDC were acquired primarily to expand the Company’s product line and distribution channels within its target industrial air filtration markets. Goodwill recorded in connection with the acquisition, which is deductible for tax purposes, represents the estimated future value of such opportunities. The Company is currently in the process of finalizing the valuations of all assets acquired. The Company expects to finalize the purchase price allocation within one year of the purchase date.

Filter Resources

On December 17, 2014, the Company acquired 100% of the outstanding shares of Filter Resources, Inc., Filtration, Inc. and Fabrication Specialties, Inc. (collectively, "Filter Resources"). The purchase price for Filter Resources was approximately $21,861, which the Company funded with borrowings under the Company's revolving credit facility. The Company assumed long-term debt of the business of $1,250, which was immediately repaid in connection with the closing.

Filter Resources has operating facilities located in the Texas gulf coast and Louisiana region, with approximately 75 total employees. The business is engaged in the manufacture and distribution of filtration products for petrochemical, refinery, pipeline and other industrial applications. The operations of Filter Resources have been merged into the Company's PECOFacet group of companies, headquartered in Mineral Wells, Texas. Its results are included as part of the Company's Industrial/Environmental Filtration segment from the date of acquisition.

A contingent liability for a potential earn-out payment to the former owners, based on adjusted earnings from certain capital projects, was initially recorded at its acquisition-date estimated fair value of $1,154 and is being accreted to its face value of $1,350 ratably through the conclusion of the earn-out period in 2016. The earn-out period will expire in 2016 and the Company determined that the estimated fair value of the contingent liability for a potential earn-out payment was $6 as of May 28, 2016. The reduction to the contingent liability was offset as a reduction of Selling and administrative expenses and interest expense in the Consolidated Condensed Statements of Earnings. The remaining contingent liability of $6 is included in Accrued liabilities in the Consolidated Condensed Balance Sheet at May 28, 2016.

An allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management's best estimates. Assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition-date fair values, while transaction costs associated with the acquisition were expensed as incurred. The allocation of the purchase price to assets acquired and liabilities assumed was finalized as of November 30, 2015.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition of Filter Resources:



Accounts receivable		$	3,180
Inventories		2,042
Other current assets		118
Property, plant and equipment		574
Goodwill		11,938
Intangible assets		10,880
	Total assets acquired	28,732
Current liabilities		2,670
Noncurrent liabilities		4,201
	Net assets acquired	$	21,861

Filter Resources was acquired primarily to expand the Company's access to petrochemical and refinery customers, particularly in the U.S. gulf coast region. Goodwill of $11,938 recorded in connection with the acquisition, which is not deductible for tax purposes, represents the estimated value of such future opportunities. A summary of the intangible assets acquired is shown in the following table:



	Estimated		Weighted average	Amortization
Identifiable intangible assets	Value		Useful life	Method
Customer relationships	$	10,800	15 years	Straight-line
Trademarks	80		1 year	Straight-line
	$	10,880

Net sales and operating profit for Filter Resources for the three and six months ended May 28, 2016 and May 30, 2015 (which, in the case of the six month period ended May 30, 2015, includes the period from December 17, 2014 to May 30, 2015) were as follows:



	Quarter Ended				Six Months Ended
	May 28, 2016		May 30, 2015		May 28, 2016		May 30, 2015
Net sales	$	6,348	$	5,134	$	11,899	$	9,182
Operating profit	988		410		1,390		686

Noncontrolling Interests

Noncontrolling interests changed as follows during the six months ended May 28, 2016 and May 30, 2015:



	Six Months Ended
	May 28, 2016					May 30, 2015
	Redeemable		Non-Redeemable			Redeemable			Non-Redeemable
Noncontrolling interests at beginning of period	$	—	$	896		$	1,587		$	1,043

Noncontrolling interests (loss) earnings	—		44			(19		)	123
Purchase of noncontrolling interests	—		—			(1,432		)	—
Foreign currency translation	—		(85		)	(136		)	(105		)
Dividend	—		(172		)	—			(206		)

Noncontrolling interests at end of period	$	—	$	683		$	—		$	855

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 had the option to require the purchase of the remaining 20% ownership share by the Company after December 31, 2012. During the three month period ended May 30, 2015, the Company exercised its option and acquired the remaining 20% ownership share for approximately $1,239, following which SINFA became a wholly owned subsidiary. The difference between the amount paid and the carrying value of the noncontrolling interest was recorded to Retained earnings in the Consolidated Condensed Balance Sheet.