NOTE M – Acquisitions

On June 2, 2017, the Company acquired Amtrol, a leading manufacturer of pressure cylinders and water system tanks with operations in the U.S. and Europe. The total purchase price was $291,921,000 after adjusting for excess working capital and was funded primarily with cash on hand. The net assets became part of the Pressure Cylinders operating segment at closing, with the well water and expansion tank operations aligning under the consumer products business and the refrigerant, liquid propane and industrial and specialty gas operations aligning under the industrial products business. Total acquisition-related expenses were $3,568,000 of which $1,568,000 was incurred during the three months ended August 31, 2017.

The information included herein has been prepared based on the preliminary allocation of the purchase price using estimates of the fair value and useful lives of the assets acquired and liabilities assumed. The purchase price allocation is subject to further adjustment until all pertinent information regarding the assets acquired and liabilities assumed are fully evaluated by the Company, including but not limited to, the fair value accounting, legal and tax matters, obligations, and deferred taxes.

The assets acquired and liabilities assumed were recognized at their preliminary acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition, we identified and valued the following identifiable intangible assets:


(in thousands)	Amount		Useful Life (Years)
Category
Customer relationships	$	90,800		14-17
Trade names		62,200		Indefinite
Technology		13,000		15-16

Total acquired identifiable intangible assets	$	166,000

The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is not expected to be deductible for income tax purposes.

The following table summarizes the consideration transferred for the assets of Amtrol and the preliminary fair value assigned to the assets acquired and liabilities assumed at the acquisition date:


(in thousands)
Cash	$	6,893
Accounts receivable		40,212
Inventories		37,249
Prepaid expenses		981
Other assets		2,550
Intangible assets		166,000
Property, plant and equipment		52,870

Total assets		306,755
Accounts payable		25,945
Accrued liabilities		21,016
Long-term debt including current maturities		2,287
Other accrued items		3,993
Deferred income taxes, net		64,495

Net identifiable assets		189,019
Goodwill		102,902

Purchase price	$	291,921
Less: excess working capital		(523	)

Cash paid at closing	$	291,398

The Company’s results of operations for the three months ended August 31, 2017 included the operating results of Amtrol since the date of acquisition. Net sales and operating loss of Amtrol were $57,346,000 and $2,611,000, respectively, for the three months ended August 31, 2017. The following unaudited pro forma information presents consolidated financial information as if Amtrol had been acquired at the beginning of fiscal 2017. Depreciation and amortization expense included in the pro forma results reflect the preliminary acquisition-date fair values assigned to the definite-lived intangible assets and fixed assets of Amtrol assuming a June 1, 2016 acquisition date. Adjustment has also been made for acquisition-related costs incurred in each period presented. Pro forma results for the three months ended August 31, 2017, have also been adjusted to remove the impact of the acquisition-date fair value adjustments to inventories and accrued severance costs related to headcount reductions at Amtrol initiated during the current period, as discussed in “NOTE C – Restructuring and Other Expense.” The pro forma adjustments noted above have been adjusted for the applicable income tax impact. The pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time.


	Three months ended August 31,
(in thousands, except per share amounts)	2017		2016
Net sales	$	848,237	$	795,544
Net earnings attributable to controlling interest	$	49,471	$	70,357
Diluted earnings per share attributable to controlling interest	$	0.77	$	1.09