XML 22 R10.htm IDEA: XBRL DOCUMENT v3.4.0.3
Acquisitions (Notes)
9 Months Ended
Mar. 31, 2016
Business Combinations [Abstract]  
Acquisitions
Note 2 – Acquisition
Purchase of HDB Ltd. Limited Partnership
On August 22, 2014, the Company purchased substantially all of the assets of HDB Ltd. Limited Partnership ("HDB"). HDB, headquartered in Bakersfield, California provides construction, fabrication and turnaround services to energy companies throughout California’s central valley. The acquisition advances a strategic goal of the Company to expand into the upstream energy market. The acquisition purchase price was $5.6 million and was funded with cash on hand. Commencing on August 22, 2014, HDB's operating results are included in the Oil Gas & Chemical Segment.
The purchase price was allocated to the major categories of assets and liabilities based on their estimated fair value at the acquisition date. The following table summarizes the purchase price allocation (in thousands):
Current assets
$
1,645

Property, plant and equipment
1,001

Tax deductible goodwill
3,065

Other intangible assets
900

Total assets acquired
6,611

Current liabilities
1,060

Net assets acquired
$
5,551


All of the recorded goodwill from the HDB acquisition is tax deductible. The operating data related to this acquisition was not material.
Purchase of Baillie Tank Equipment, Ltd.
On February 1, 2016, the Company completed the acquisition of all outstanding stock of Baillie Tank Equipment, Ltd. (“BTE”), an internationally-based company with nearly 20 years of experience in the design and manufacture of products for use on aboveground storage tanks. Founded in 1998, BTE is a provider of tank products including geodesic domes, aluminum internal floating roofs, floating suction and skimmer systems, roof drain systems, and seals. BTE is headquartered in Sydney, Australia with a manufacturing facility in Seoul, South Korea. The Company acquired BTE to expand its service offerings of certain technical solutions for aboveground storage tanks. The business is now known as Matrix Applied Technologies, and its operating results are included in the Storage Solutions segment.
The Company purchased BTE with cash on-hand for a net purchase price of $13.0 million. The Company paid $15.4 million when including the subsequent repayment of long-term debt acquired and the settlement of certain other liabilities acquired, and excluding the cash acquired and certain amounts owed to the former owners for working capital adjustments. The net purchase price was allocated to the major categories of assets and liabilities based on their estimated fair value at the acquisition date.
The following table summarizes the preliminary net purchase price allocation (in thousands):
Current assets
$
4,526

Property, plant and equipment
4,347

Goodwill
7,618

Other intangible assets
720

Other assets
84

Total assets acquired
17,295

Current liabilities
1,048

Deferred income taxes
341

Long-term debt
1,858

Other liabilities
407

Net assets acquired
13,641

Cash acquired
592

Net purchase price
$
13,049


The goodwill recognized from the acquisition is attributable to the synergies of combining our operations and the technical expertise of the acquired workforce. None of the goodwill recognized is expected to be deductible for income tax purposes. The fair value of the net assets acquired is preliminary pending the final valuation of those assets. As a result, goodwill is also preliminary since it has been recorded as the excess of the purchase price over the estimated fair value of the net assets acquired.
The Company incurred $0.8 million and $0.9 million of expenses related to the acquisition for the three and nine months ended March 31, 2016, which are included within selling, general and administrative expenses in the consolidated statements of income. The acquired business contributed revenues of $3.5 million and operating income of $0.7 million for the period from February 1, 2016 to March 31, 2016.