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ACQUISITIONS
6 Months Ended
Jun. 30, 2011
Acquisitions [Abstract]  
ACQUISITIONS

2.       ACQUISITIONS

The Corporation acquired three businesses during the six months ended June 30, 2011, described in more detail below.

The acquisitions have been accounted for as purchases under the guidance for business combinations, where the excess of the purchase price over the estimated fair value of the net tangible and intangible assets acquired is generally recorded as goodwill. The Corporation allocates the purchase price, including the value of identifiable intangibles with a finite life, based upon analysis and input from third party appraisals. The purchase price allocation will be finalized no later than twelve months from acquisition. The results of the acquired businesses have been included in the consolidated financial results of the Corporation from the date of acquisition in the segment indicated.

Metal Treatment Segment

Surface Technologies Division of BASF Corporation

On April 8, 2011, the Corporation acquired certain assets of BASF Corporation's Surface Technologies (“BASF”) business for $20.5 million in cash. The Asset Purchase Agreement contains customary representations and warranties and provides for a purchase price adjustment based on the value of the closing day inventory. The purchase price adjustment is reflected in the disclosed purchase price. Management funded the purchase from the Corporation's revolving credit facility.

The purchase price of the acquisition has been allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:

(In thousands)   
Inventory $ 1,514
Property, plant, and equipment   12,774
Intangible assets   3,000
Current liabilities   (263)
Net tangible and intangible assets   17,025
Purchase price   20,501
Goodwill $ 3,476

The Corporation has estimated that the goodwill will be tax deductible.

The Surface Technologies business is a supplier of metallic and ceramic thermal spray coatings primarily for the aerospace and power generation markets and expands the coatings capabilities within the Corporation's Metal Treatment segment. The business has approximately 150 employees at three operating facilities located in East Windsor, CT, Wilmington, MA and Duncan, SC. Revenues of the acquired business were approximately $29 million for the year ended December 31, 2010.

Flow Control Segment

Douglas Equipment Ltd.

On April 6, 2011, the Corporation acquired the assets of Douglas Equipment Ltd. (“Douglas”) for £12.0 million ($19.6 million) in cash.  The Business Transfer Agreement contains customary representations and warranties, including a portion of the purchase price deposited into escrow as security for potential indemnification claims against the seller. Management funded the purchase from the Corporation's revolving credit facility.

The purchase price of the acquisition has been allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:

(US dollars, in thousands)   
Accounts receivable $ 852
Inventory   11,831
Property, plant, and equipment   672
Other current assets   402
Intangible assets   6,697
Current liabilities   (6,045)
Net tangible and intangible assets   14,409
Purchase price   19,600
Goodwill $ 5,191

The Corporation has estimated that the goodwill will be tax deductible.

Douglas designs and manufactures aircraft handling systems for the defense and commercial aerospace markets and will operate within the Marine and Power Products division of the Corporation's Flow Control segment. Douglas has approximately 135 employees and is headquartered in Cheltenham, U.K. Revenues of the acquired business were approximately $28 million for the year ended 2010.

Motion Control Segment

Predator Systems, Inc.

On January 7, 2011, the Corporation acquired all the issued and outstanding stock of Predator Systems, Inc. (“PSI”), for $13.5 million in cash. The Stock Purchase Agreement contains customary representations and warranties, including a portion of the purchase price deposited into escrow as security for potential indemnification claims against the seller. Management funded the purchase from the Corporation's revolving credit facility.

The purchase price of the acquisition has been allocated to the net tangible and intangible assets acquired with the remainder recorded as goodwill on the basis of estimated fair values, as follows:

(In thousands)   
Accounts receivable $ 862
Inventory   1,856
Property, plant, and equipment   2,100
Other current assets   67
Intangible assets   4,700
Current liabilities   (190)
Net tangible and intangible assets   9,395
Purchase price   13,503
Goodwill $ 4,108

The Corporation has estimated that the goodwill will be tax deductible.

PSI designs and manufactures motion control components and subsystems for ground defense, ordnance guidance, and aerospace applications, and will operate within the Flight Systems division of the Corporation's Motion Control segment. PSI had 45 employees as of the date of the acquisition and is headquartered in Boca Raton, FL. Revenues of the acquired business were approximately $8 million for the year ended December 31, 2010.