XML 67 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions Divestitures and Other Significant Transactions
6 Months Ended
Apr. 30, 2012
Acquisitions, Divestitures and Other Significant Transactions [Abstract]  
ACQUISITIONS, DIVESTITURES AND OTHER SIGNIFICANT TRANSACTIONS

NOTE 2 — ACQUISITIONS, DIVESTITURES AND OTHER SIGNIFICANT TRANSACTIONS

The Company completed no acquisitions and no material divestitures for the three months ended April 30, 2012 and acquisition activity was not material for the three months ended April 30, 2011. The Company completed no acquisitions and no material divestitures for the six months ended April 30, 2012 and acquisition activity was not material for the six months ended April 30, 2011. The Company made a $14.3 million deferred cash payment during the six months ended April 30, 2012 for an acquisition completed in 2010. The following table presents a summary of the purchase price allocation for acquisition activity over the prior two fiscal years, 2012 and 2011, respectively, as of April 30, 2012 (Dollars in millions):

 

 

                                         
    # of
Acquisitions
    Purchase Price,
net of cash
    Tangible
Assets, net
    Intangible
Assets
    Goodwill  

Total year to date 2012 Acquisitions

    0     $ 0     $ 0     $ 0     $ 0  

Total fiscal year 2011 Acquisitions

    8     $ 344.9     $ 100.3     $ 77.7     $ 289.7  

Note: Purchase price, net of cash acquired, represents cash paid in the period of each acquisition and does not include assumed debt, subsequent payments for deferred purchase adjustments or earn-out provisions.

 

During 2011, the Company completed eight acquisitions, all in the Rigid Industrial Packaging & Services segment, as follows: three European companies acquired in February, July and August, respectively; two joint ventures, one in each of North America and Asia Pacific entered into in February and August, respectively; one Middle Eastern company acquired in May; the acquisition of the remaining outstanding minority shares from a 2008 acquisition in South America; and the acquisition of additional shares of a consolidated subsidiary in North America.

The Company has allocated purchase price as of the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

Pro Forma Information

In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the Company has considered the effect of the 2012 and 2011 acquisitions in the consolidated statements of operations for each period presented. The revenue and operating profit (loss) of the 2011 acquisitions included in the Company’s consolidated results totaled $117.2 million and ($0.8) million for the three months ending April 30, 2012, and $212.8 million and $2.5 million for the six months ending April 30, 2012. Pro forma results of operations, assuming that the 2011 acquisitions had taken place as of the beginning of 2011, were not materially different from reported results and, consequently, are not presented.

The Company’s 2011 acquisitions were made to obtain technologies, patents, equipment, customer lists and access to markets. All of the 2011 acquisitions were of companies not listed on a stock exchange or not otherwise publicly traded or not required to provide public financial information.