XML 27 R10.htm IDEA: XBRL DOCUMENT v3.3.1.900
Acquisitions
3 Months Ended
Mar. 31, 2016
Business Combinations [Abstract]  
Acquisitions
2. Acquisitions

On January 7, 2016, the Company acquired the dispenser and system businesses of Tokheim Group S.A.S. ("Tokheim") within the Fluids segment for net cash consideration of $436,058. The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:
Current assets, net of cash acquired
$
96,436

Property, plant and equipment
24,319

Goodwill
281,903

Intangible assets
176,693

Other non-current assets
5,429

Current liabilities
(102,317
)
Non-current liabilities
(46,405
)
Net assets acquired
$
436,058



The amounts assigned to goodwill and major intangible asset classifications for the 2016 acquisition are as follows:
 
Amount allocated
 
Useful life (in years)
Goodwill - Non deductible
$
281,903

 
na
Customer intangibles
93,227

 
10
Trademarks
23,691

 
10
Other intangibles
59,775

 
11
 
$
458,596

 
 


The goodwill identified by this acquisition reflects the benefits expected to be derived from product line expansion and operational synergies. Upon consummation of the acquisition, with the exception of a minor noncontrolling interest in the Tokheim China subsidiary, this business is now wholly-owned by Dover.

The Company has completed the preliminary purchase price allocation for the acquisition of Tokheim.  As additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), the Company will refine its estimates of fair value to allocate the purchase price more accurately. Purchase price allocation adjustments may arise through working capital adjustments, asset appraisals or to reflect additional facts and circumstances in existence as of the acquisition date. Identified measurement period adjustments will be recorded, including any related impacts to net earnings, in the reporting period in which the adjustments are determined and may be significant. See Note 6 Goodwill and Other Intangible Assets for purchase price adjustments.

The unaudited Condensed Consolidated Statements of Earnings include the results of this business from the date of acquisition.  

Pro Forma Information

The following unaudited pro forma information illustrates the impact of both 2016 and 2015 acquisitions on the Company’s revenue and earnings from continuing operations for the three months ended March 31, 2016 and 2015. In 2015, the Company acquired four businesses in separate transactions for net cash consideration of $567,843.
 
The 2016 and 2015 pro forma information assumes that the 2016 and 2015 acquisitions had taken place at the beginning of the prior year. As such, the 2016 pro forma earnings exclude one-time adjustments made in 2016 for 2015 acquisitions. Pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense (net of tax) resulting from the fair value measurement of tangible and intangible assets relating to 2016 and 2015 acquisitions.
 
Three Months Ended March 31,
 
2016
 
2015
Revenue from continuing operations:
 
 
 
As reported
$
1,622,273

 
$
1,715,501

Pro forma
1,628,406

 
1,836,711

Earnings from continuing operations:
 
 
 
As reported
$
99,356

 
$
117,190

Pro forma
107,613

 
122,404

Basic earnings per share from continuing operations:
 
 
 
As reported
$
0.64

 
$
0.72

Pro forma
0.69

 
0.76

Diluted earnings per share from continuing operations:
 
 
 
As reported
$
0.64

 
$
0.72

Pro forma
0.69

 
0.75