XML 35 R9.htm IDEA: XBRL DOCUMENT v2.4.0.6
Acquisitions
12 Months Ended
Dec. 31, 2011
Business Combinations [Abstract]  
Acquisitions
2.  
Acquisitions

2011 Acquisitions

The following table details the acquisitions made during the year ended December 31, 2011.
 
Date
Type
Company / Product Line Acquired
Location (Near)
Segment
3-Jan
Stock
Harbison-Fischer, Inc.
Crowley, TX
Energy
Designer and manufacturer of down-hole rod pumps and related products used in artificial lift applications around the world.
         
5-Jan
Asset/Stock
Dosmatic, Inc.
Carrollton, TX
Engineeered Systems
Manufacturer of non-electric chemical metering equipment used in agricultural, horticulture and other industrial market segments.
         
26-Jan
Stock
TAGC Limited LLC
Muscat, Oman
Energy
Oilfield services provider, servicing both conventional and coiled sucker rod wells in the Middle East.
         
28-Jan
Asset
EnviroGear Product Line
Franklin Park, IL
Engineered Systems
Manufacturer of magnetically coupled internal gear pumps used in a wide range of industrial manufacturing.
      Vienna, Austria 
4-Jul
Stock
Sound Solutions
and Beijing, China
Communication Technologies
Manufacturer of dynamic speakers and receivers for cell phones and other consumer electronics.
         
1-Sep
Stock
Oil Lift
Calgary, Canada
Energy
Manufacturer of surface drive systems for progressive cavity pumps serving the artificial lift segment of the oil and gas industry.
         
1-Sep
Asset
Tierra Alta Canada
Edmonton, Canada
Energy
Manufacturer of progressive cavity pumps serving the artificial lift segment of the oil and gas industry.
         
1-Nov
Stock
RedScrew Pump Manufacturing
Tianjin, China
Engineered Systems
Manufacturer of Twin and Triple screw pumps, as well as multiphase and specialty pumps, serving oil and gas, petrochemical and marine markets.
         
7-Nov
Stock
Advansor A/S
Arhus, Denmark
Engineered Systems
Designer and manufacturer of HFC-free, CO2 transcritical refrigeration and heat pump systems for supermarkets and light industrial applications.
 

On July 4, 2011, Dover, through its subsidiary, Knowles Electronics, LLC, completed the acquisition of the Sound Solutions business line from NXP Semiconductors N.V (“NXP”).  The contractual acquisition purchase price of $855,000 was funded by cash on hand and is subject to working capital and other contractual adjustments.  As a result of this acquisition, the Company recorded approximately $280,000 of customer-related intangible assets (weighted average life of 11 years), $8,200 of trademarks (weighted average life of 15 years), and $7,689 of other intangibles (weighted average life of 10 years). This acquisition resulted in the recognition of goodwill totaling $443,088, of which approximately $302,000 is expected to be deductible under local taxing jurisdictions.  Sound Solutions, which manufactures dynamic speakers and receivers for handset and other consumer electronic markets, has been incorporated into the Knowles business within the Communication Technologies segment.  Knowles is a leading global microelectronic mechanical systems (“MEMS”) microphone supplier, and the acquisition enables Knowles to become a leading supplier of audio components to the handset market.  As such, the goodwill recorded through the acquisition reflects the value attributed to significant cost and global revenue growth synergies that the combined business expects to achieve.  As of December 31, 2011, the Company has received approximately $22,000 from NXP as settlement for working capital and other contractual adjustments and has a remaining receivable from NXP for approximately $40,000, reflecting estimated purchase price adjustments for post-acquisition contingencies, subject to final agreement.  The receivable is recorded within prepaid and other current assets in the Consolidated Balance Sheet and is expected to be settled in the first quarter of 2012.
 
Other Acquisitions

During 2011, the Company acquired eight other businesses in separate transactions for an aggregate purchase price of $557,931, net of cash acquired.  As a result of these acquisitions, the Company recorded $226,403 of customer-related intangible assets (weighted average lives of 12 years), $10,431 of  trademarks (weighted average lives of 11 years), $11,726 of patents (weighted average lives of 10 years),  and $11,837 of other intangibles (weighted average lives of  7 years).  These acquisitions resulted in the recognition of goodwill totaling $291,176, of which $4,780 is expected to be deductible for tax purposes.  Each of these businesses manufactures products and/or provides services in the energy and fluid solutions markets, each growth areas for the Company. These businesses were acquired to complement and expand upon existing operations serving these markets, and the goodwill identified by these acquisitions reflects the benefits expected to be derived from product line expansion and operational synergies.
 
All of the 2011 acquisitions are wholly-owned, with the exception of TAGC Limited LLC in which the Company acquired a 60% controlling interest. The non-controlling interest in TAGC Limited LLC is not material.
 
The following presents the allocation of acquisition cost to the assets acquired and liabilities assumed, based on their estimated fair values:

   
Sound Solutions
  
Other Acquisitions
  
Total
 
Current assets, net of cash acquired
 $88,339  $119,834  $208,173 
Property, plant and equipment
  86,335   52,334   138,669 
Goodwill
  443,088   291,176   734,264 
Intangible assets
  295,889   260,397   556,286 
Other non-current assets
  12,504   4,298   16,802 
Total liabilities
  (141,625)  (170,108)  (311,733)
Net assets acquired
 $784,530  $557,931  $1,342,461 
 
The amounts assigned to goodwill and major intangible asset classifications by applicable segment for the 2011 acquisitions are as follows:
 
   
Communication
Technologies
  
Energy
  
Engineered
Systems
  
Total
 
Goodwill - Tax deductible
 $302,000  $924  $3,856  $306,780 
Goodwill - Non deductible
  141,088   256,204   30,192   427,484 
Trademarks
  8,200   8,234   2,197   18,631 
Customer intangibles
  280,000   207,964   18,439   506,403 
Patents
  7,500   9,820   1,906   19,226 
Other intangibles
  189   5,414   6,423   12,026 
   $738,977  $488,560  $63,013  $1,290,550 
 
The Company has allocated purchase price at the dates of acquisition based upon its understanding, obtained during due diligence and through other sources, of the fair value of the acquired assets and assumed liabilities. If additional information is obtained about these assets and liabilities within the measurement period (not to exceed one year from the date of acquisition), including through asset appraisals and learning more about the newly acquired business, the Company may refine its estimates of fair value to allocate the purchase price more accurately; however, any such revisions are not expected to be significant.

The Consolidated Statement of Earnings includes the results of these businesses from the dates of acquisition. The aggregate revenue of the 2011 acquisitions included in the Company's 2011 consolidated revenue totaled approximately $393 million.
 
2010 Acquisitions

During 2010, the Company acquired 100% of six businesses for an aggregate cost of $104,418, net of cash acquired. A summary of the acquisitions made during 2010 is as follows:

Date
Type
Company / Product Line Acquired
Location (Near)
Segment
4-May
Stock
BSC Filters
York, UK
Communication Technologies
Designer and manufacturer of microwave filters, diplexers, waveguide and coaxial passive components.
         
1-Jun
Asset
Chemilizer
Largo, FL
Engineered Systems
Manufacturer of non-electric, volumetric dosing equipment used in commercial animal raising, agriculture, horticulture and irrigation markets.
         
17-Aug
Asset
Intek Manufacturing
Fort Wayne, IN
Engineered Systems
Manufacturer of electric and gas steam equipment (steamers, kettles, braising pans).
         
30-Sep
Asset
Diagnostic Product Line - Dynalco Controls
Ft. Lauderdale, FL
Energy
Manufacturer and servicer of portable analyzers targeting the gas gathering and gas transmission markets.
         
30-Sep
Stock
Gear Products
Tulsa, OK
Energy
Manufacturer of worm gear and planetary hoists, rotation drives, rotation bearings and hydraulic pump drives.
         
24-Nov
Asset
KMC/Bearings Inc.
Houston, TX / Rhode Island
Energy
Designer and manufacturer of fluid film bearings serving process plant, refinery, deep hole drilling, plant air and refridgeration industries.
 

In accordance with ASU 2010-29, “Disclosure of Supplementary Pro Forma Information for Business Combinations,” the following unaudited pro forma information illustrates the effect on the Company's revenue and net earnings for the year ended December 31, 2011 and 2010, assuming that the 2011 acquisitions had taken place at the beginning of 2010 and that the 2010 acquisitions had taken place at the beginning of the preceding period.  As a result, the supplemental pro forma net earnings reflect adjustments to the net earnings as reported in the Consolidated Statement of Earnings for year ended December 31, 2011 to exclude $10,368 of acquisition-related costs (after-tax) and $6,357 of nonrecurring expense related to the fair value adjustments to acquisition-date inventory (after-tax).  The supplemental pro forma earnings for the comparable 2010 period were adjusted to include these charges. The 2011 and 2010 supplemental pro forma earnings are also adjusted to reflect the comparable impact of additional depreciation and amortization expense (net of tax) resulting from the fair value measurement of tangible and intangible assets relating to 2011 and 2010 acquisitions.

 
   
Years Ended December 31,
 
   
2011
  
2010
 
Revenue from continuing operations:
      
As reported
 $7,950,140  $6,640,191 
Pro forma
  8,142,808   7,233,927 
Net earnings from continuing operations:
        
As reported
 $846,365  $690,751 
Pro forma
  857,446   726,980 
Basic earnings per share from continuing operations:
        
As reported
 $4.55  $3.70 
Pro forma
  4.61   3.89 
Diluted earnings per share from continuing operations:
        
As reported
 $4.48  $3.65 
Pro forma
  4.54   3.84 

These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that actually would have resulted had the acquisitions occurred on the dates indicated or that may result in the future.