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Business Acquisitions
9 Months Ended
Sep. 30, 2014
Business Acquisitions [Abstract]  
Business Acquisitions Disclosure [Text Block]

During the third quarter of 2014, the Company purchased all of the membership interests of RigPower, LLC ("RigPower), a manufacturer of high amperage electrical connectors used primarily in the oil and gas industry. RigPower was purchased for $14.6 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $3.5 million and goodwill of $8.5 million. The $3.5 million of intangible assets consists primarily of customer relationships and noncompete agreements that will be amortized over a weighted average period of approximately 10 years. All of the goodwill associated with the RigPower acquisition is expected to be deductible for tax purposes.

 

During the second quarter of 2014, the Company purchased all of the outstanding common stock of Reuel, Inc. ("Reuel"), an industry leader in the manufacture of durable and weather resistant epoxy molded electrical products. Reuel was purchased for $11.5 million, net of cash received, and has been added to the Power segment, resulting in the recognition of intangible assets of $5.7 million and goodwill of $2.7 million. The $5.7 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 12 years. None of the goodwill associated with the Reuel acquisition is expected to be deductible for tax purposes.

 

During the second quarter of 2014, the Company purchased all of the outstanding common stock of Litecontrol Corporation ("Litecontrol"), a manufacturer of linear architectural lighting products with significant custom capabilities. Litecontrol was purchased for $45.4 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $18.4 million and goodwill of $18.8 million. The $18.4 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 13 years. Currently, none of the goodwill associated with the Litecontrol acquisition is expected to be deductible for tax purposes.

 

During the first quarter of 2014, the Company purchased all of the outstanding common stock of Powerohm Resistors, Inc. ("Powerohm"), which manufactures and sells power and braking resistors. Powerohm was purchased for $51.8 million, net of cash received, and has been added to the Electrical segment, resulting in the recognition of intangible assets of $22.3 million and goodwill of $33.9 million. The $22.3 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 19 years. None of the goodwill associated with the Powerohm acquisition is expected to be deductible for tax purposes.

 

During the first quarter of 2014, the Company purchased all of the outstanding common stock of Pen-Cell Plastics, Inc. and all of the membership interests of English Road Holdings, LLC, collectively referred to as "Pen-Cell", for $32.3 million, resulting in the recognition of intangible assets of $5.2 million and goodwill of $13.8 million. Pen-Cell manufactures and sells plastic enclosure boxes and has been added to the Power segment. The $5.2 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 22 years. All of the goodwill associated with the Pen-Cell acquisition is expected to be deductible for tax purposes.

 

During the first quarter of 2014, the Company purchased all of the outstanding common stock of Fiber and Cable Accessories, Inc. ("FCA"), a manufacturer of aerial slack storage devices for outside plant optical networks. FCA was purchased for $8.3 million and has been added to the Power segment, resulting in the recognition of intangible assets of $4.3 million and goodwill of $3.0 million. The $4.3 million of intangible assets consists primarily of customer relationships and tradenames that will be amortized over a weighted average period of approximately 19 years. All of the goodwill associated with the FCA acquisition is expected to be deductible for tax purposes.

 

All of these business acquisitions have been accounted for as business combinations and have resulted in the recognition of goodwill. The goodwill relates to a number of factors built into the purchase price, including the future earnings and cash flow potential of the businesses as well as the complementary strategic fit and resulting synergies they bring to the Company's existing operations.

 

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the date of acquisition related to these transactions (in millions):

 

 Tangible assets acquired$ 62.5 
 Intangible assets  59.4 
 Goodwill  80.7 
 Net deferred tax liabilities  (19.0) 
 Other liabilities assumed  (19.7) 
  Total cash consideration, net$ 163.9 

The Condensed Consolidated Financial Statements include the results of operations of RigPower, Reuel, Litecontrol, Powerohm, Pen-Cell and FCA from the date of acquisition. Net sales and earnings related to these acquisitions for the three and nine months ended September 30, 2014 were not significant to the consolidated results. Pro forma information related to these acquisitions has not been included because the impact to the Company's consolidated results of operations was not material.