XML 30 R11.htm IDEA: XBRL DOCUMENT v3.3.1.900
ACQUISITIONS
12 Months Ended
Dec. 31, 2015
Acquisitions [Abstract]  
ACQUISITIONS
3. ACQUISITIONS

The Corporation continually evaluates potential acquisitions that either strategically fit within the Corporation’s existing portfolio or expand the Corporation’s portfolio into new product lines or adjacent markets.  The Corporation has completed a number of acquisitions that have been accounted for as business combinations and have resulted in the recognition of goodwill in the Corporation's financial statements.  This goodwill arises because the purchase prices for these businesses reflect the future earnings and cash flow potential in excess of the earnings and cash flows attributable to the current product and customer set at the time of acquisition.  Thus, goodwill inherently includes the know-how of the assembled workforce, the ability of the workforce to further improve the technology and product offerings, and the expected cash flows resulting from these efforts. Goodwill may also include expected synergies resulting from the complementary strategic fit these businesses bring to existing operations.

The Corporation allocates the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. In the months after closing, as the Corporation obtains additional information about these assets and liabilities, including through tangible and intangible asset appraisals, and as the Corporation learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment.  The Corporation will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.

In 2015, the Corporation acquired one business for an aggregate purchase price of $13.2 million, which is described in more detail below. In 2014, the Corporation acquired three businesses for an aggregate purchase price of $34.4 million, net of cash acquired, all of which are described in more detail below. In 2013, the Corporation acquired five businesses for an aggregate purchase price of $236.1 million, net of cash acquired.

The Corporation’s Consolidated Statement of Earnings include $4.8 million of net sales and $1.5 million of net earnings from the Corporation’s 2015 acquisition.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions consummated during 2015, 2014, and 2013:


(In thousands)
 
2015
 
2014
 
2013
Accounts receivable
 
$
996

 
$
2,991

 
$
25,972

Inventory
 
152

 
304

 
30,930

Property, plant, and equipment
 
1,463

 
2,802

 
18,066

Other current assets
 
155

 
81

 
3,229

Intangible assets
 
7,700

 
13,501

 
102,265

Current and non-current liabilities
 
(6
)
 
(1,754
)
 
(18,959
)
Pension and postretirement benefits
 

 

 
(6,472
)
Deferred income taxes
 

 
(2,199
)
 
(19,682
)
Due to seller
 
(1,470
)
 

 
(3,361
)
Net tangible and intangible assets
 
8,990

 
15,726

 
131,988

Purchase price
 
13,228

 
34,364

 
236,135

Goodwill
 
$
4,238

 
$
18,638

 
$
104,147



2015 Acquisitions

COMMERCIAL/INDUSTRIAL

Bolt’s Metallizing, Inc.

On March 16, 2015, the Corporation acquired certain assets and assumed certain liabilities of Bolt’s Metallizing, Inc. for $13.2 million in cash. The Asset Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. Bolt’s Metallizing is a provider of thermal spray coatings for critical aerospace applications, including high velocity oxygen fuel (HVOF) and plasma spray coating capabilities. 

2014 Acquisitions

COMMERCIAL/INDUSTRIAL

Component Coating and Repair Services Limited

On January 10, 2014, the Corporation acquired 100% of the issued and outstanding capital stock of Component Coating and Repair Services Limited (CCRS) for approximately £15 million ($25 million) in cash, net of cash acquired. The Share Purchase Agreement contains a purchase price adjustment mechanism and representations and warranties customary for a transaction of this type, including a portion of the purchase price deposited into escrow as security for potential indemnification claims against the sellers. Since there were no indemnification claims made against the sellers during the escrow period, the escrow amount was distributed to the sellers. CCRS operates out of two locations in Glasgow and Alfreton in the United Kingdom and will operate within the Corporation's Commercial/Industrial segment. CCRS is a provider of corrosion resistant coatings and precision airfoil repair services for aerospace and industrial turbine applications. Revenues were approximately £6.4 million in the latest fiscal year ended May 31, 2013.

Engemasa Pressure Relief Valves

On June 4, 2014, the Corporation acquired the valve division of Engemasa Engenharia E Materiais LTDA of Sao Carlos, Brazil
for approximately $1.8 million in cash.

POWER

Nuclear Power Services Inc.

On February 18, 2014, the Corporation acquired certain assets and assumed certain liabilities of Nuclear Power Services Inc. (NPSI) for approximately CAD 9 million (approximately $8.0 million) in cash. The Asset Purchase Agreement contains representations and warranties customary for a transaction of this type, including a portion of the purchase price held back as security for potential indemnification claims against the seller. Since there were no indemnification claims made against NPSI during the holdback period, the holdback amount was distributed to NPSI. NPSI is based in Ontario, Canada and will operate within the Corporation's Power segment. NPSI provides qualified nuclear component sourcing, Equipment Qualification, Commercial Grade Dedication (CGD) services, and Instrumentation and Control component manufacturing primarily to the Canadian and International CANDU nuclear industry. NPSI generated revenues of approximately CAD 5 million for the year ended December 31, 2013.