Business Combination Business Combination

12 Months Ended

Sep. 30, 2020

Business Combination Disclosure [Text Block]

Acquisitions and Divestitures

Divestiture of Burlington plant

On December 4, 2017, we sold an idle property in Burlington, New Jersey that had previously been a plant in our former U.S. Pipe segment and recorded a gain of $9.0 million in our Corporate segment. We received $7.4 million, recorded net current assets of $0.8 million and conveyed plant, property and equipment with a net carrying value of $0.4 million, and the buyer assumed related environmental liabilities with a carrying value of $1.2 million.

Acquisition of Krausz

On December 3, 2018, we completed our acquisition of the outstanding equity of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. The acquisition of Krausz was financed with cash on hand. We believe that the Krausz product line is complementary to our existing Infrastructure products and will improve our positioning in the pipe repair market.

We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. During 2020, we reduced property, plant and equipment by $0.3 million, which resulted in an increase to goodwill of $0.3 million. The accounting for the business combination is considered final.

The results of Krausz, including net sales of $37.2 million for 2019, are included within our Infrastructure segment for all periods following the acquisition date.

The goodwill below is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the value of its workforce. The goodwill is nondeductible for income tax purposes. Identified intangible assets consist of patents, customer relationships and favorable leasehold interests with an estimated weighted average useful life of approximately 12 years and trade names with an indefinite life. Values of intangible assets were determined using a discounted cash flow method.

The following is a summary of the estimated fair values of the net assets acquired (in millions):


Assets, net of cash:
Receivables	$	6.9
Inventories	17.0
Other current assets	0.2
Property, plant and equipment	8.1
Other non-current assets	1.7
Identified intangible assets:
Patents	32.1
Customer relationships	8.7
Trade names	4.6
Favorable leasehold interests	2.3
Goodwill	80.4
Liabilities:
Accounts payable	(5.5)
Other current liabilities	(2.9)
Deferred income taxes	(11.2)
Other non-current liabilities	(1.7)
Consideration paid	140.7
Repayment of Krausz debt	(13.2)
Consideration paid included in net cash used in investing activities	$	127.5