XML 23 R12.htm IDEA: XBRL DOCUMENT v3.10.0.1
ACQUISITIONS AND DIVESTITURES
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES
The results of operations of acquired businesses are included in the Condensed Consolidated Financial Statements from the date of acquisition. Acquisition and acquisition related expenses of $1.2 million were recorded in Operating Expenses for the three and six months ended June 30, 2018. There were no acquisition and acquisition related expenses for the three and six months ended July 1, 2017.
2018 Acquisitions

Nicotra Gebhardt

On April 10, 2018, the Company acquired Nicotra Gebhardt S.p.A ("NG") for $161.5 million in cash, net of cash acquired. NG is a leader in critical, energy-efficient systems for ventilation and air quality. NG manufactures, sells and services fans and blowers under the industry leading brands of Nicotra and Gebhardt. The financial results of NG have been included in the Company's Commercial & Industrial Systems segment from the date of acquisition.

The Company has not yet completed its full analysis of the fair value of tangible assets acquired and liabilities assumed and the allocation of any excess acquisition cost over the fair value of the net tangible assets acquired to any separately identifiable intangible assets. As a result, the initial accounting is incomplete. The Company booked provisional amounts at the acquisition date and will adjust the provisional amounts retrospectively during the allowed measurement period. The Company is in process of valuing property, plant and equipment using both a market approach and a cost approach depending on the asset. Intangible assets are being valued using the present value of projected future cash flows. Significant assumptions include royalty rates, discount rates and customer attrition. None of the goodwill is expected to be deductible for tax purposes.

The following table summarizes the provisional fair value of assets acquired and liabilities assumed:

 
 
 
 
 
As of April 10, 2018
Current Assets
 
 
 
 
$
17.2

Trade Receivables
 
 
 
 
28.0

Inventories
 
 
 
 
22.0

Property, Plant and Equipment
 
 
 
 
41.0

Intangible Assets
 
 
 
 
38.7

Goodwill
 
 
 
 
67.6

Other Noncurrent Assets
 
 
 
 
2.7

Total Assets Acquired
 
 
 
 
217.2

Accounts Payable
 
 
 
 
16.7

Current Liabilities Assumed
 
 
 
 
14.2

Long-Term Liabilities Assumed
 
 
 
 
16.3

Net Assets Acquired
 
 
 
 
$
170.0



Other Disclosures

The Condensed Consolidated Statements of Income include the results of operations of NG since the date of acquisition, and such results are reflected in the Commercial and Industrial Systems segment. Results of operations since the date of acquisition and supplemental pro forma financial information have not been presented for the NG acquisition as such information is not material to the results of operations.