XML 48 R26.htm IDEA: XBRL DOCUMENT v3.10.0.1
Acquisitions
12 Months Ended
Dec. 31, 2018
Business Combinations [Abstract]  
Acquisitions
Acquisitions
 
The following table contains the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition for all acquisitions during the periods presented (using inputs discussed in Note R), and any additional consideration paid for prior years’ acquisitions. A portion of the goodwill included in the table below is expected to provide an income tax benefit. 
 
2018
 
2017
 
2016
Accounts receivable
$
19.6

 
$
10.5

 
$
5.3

Inventory
26.2

 
6.2

 
5.8

Property, plant and equipment
28.2

 
15.7

 
3.7

Goodwill (see Note E)
28.1

 
11.5

 
8.7

Other intangible assets (see Note E)
28.9

 
20.3

 
12.3

Other current and long-term assets
.8

 
.8

 

Current liabilities
(11.9
)
 
(4.6
)
 
(4.2
)
Long-term liabilities
(10.7
)
 
(6.3
)
 
(.5
)
Non-controlling interest

 
(.5
)
 

Fair value of net identifiable assets
109.2
 
53.6

 
31.1

Less: Additional consideration payable

 
2.7

 
1.6

Less: Common stock issued for acquired companies

 
11.8

 

Net cash consideration
$
109.2

 
$
39.1

 
$
29.5



The following table summarizes acquisitions for the periods presented.
 
Year Ended
 
Number of
Acquisitions
 
Segment
 
Product/Service
December 31, 2018
 
3
 
Residential Products;

Specialized Products
 
Manufacturer and distributor of home and garden products; Manufacturer and distributor of silt fence; Engineered hydraulic cylinders
December 31, 2017
 
3
 
Residential Products;

Furniture Products
 
Distributor and installer of geosynthetic products; Flooring products; Surface-critical bent tube components
December 31, 2016
 
3
 
Residential Products;

Specialized Products
 
Distributor of geosynthetic products; Innersprings; Fabricated aerospace tubing and pipe assemblies


We are finalizing all of the information required to complete the purchase price allocations related to the most recent acquisitions and do not anticipate any material modifications.

The results of operations of the above acquired companies have been included in the consolidated financial statements since the dates of acquisition. The unaudited pro forma consolidated net sales, net earnings and earnings per share as though the 2018 and 2017 acquisitions had occurred on January 1 of each year presented are not materially different from the amounts reflected in the accompanying financial statements.

Certain of our acquisition agreements provide for additional consideration to be paid in cash at a later date and are recorded as a liability at the acquisition date. At December 31, 2018 and December 31, 2017 our liability for these future payments was $10.8 ($.8 current and $10.0 long-term) and $16.5 ($8.9 current and $7.6 long-term), respectively. Components of the liability are based on estimates and future events and the amounts may fluctuate significantly until the payment date. Additional consideration, including interest, paid was $9.3, $2.2 and $.5 for the years ended 2018, 2017 and 2016, respectively.

A brief description of our acquisition activity by year is included below.

2018
In 2018, we acquired three businesses:
Precision Hydraulic Cylinders (PHC), a leading global manufacturer of engineered hydraulic cylinders primarily for the materials handling market. The purchase price was $87.5 and added $26.8 of goodwill. PHC serves a market of mainly large OEM customers utilizing highly engineered components with long product life-cycles that represent a small part of the end product’s cost. PHC represents a new growth platform and formed a new business group titled Hydraulic Cylinders within the Specialized Products segment.
A manufacturer and distributor of innovative home and garden products found at most major retailers for $19.1. This acquisition provides a solid foundation on which to continue growing our retail market presence in our Geo Components business unit.
A manufacturer and distributor of silt fence, a core product for our Geo Components business unit, for $2.6.
2017
In 2017, we acquired three businesses:
A distributor and installer of geosynthetic products, expanding the geographic scope and capabilities of our Geo Components business.
A manufacturer of surface-critical bent tube components in support of the private-label finished seating strategy in our Work Furniture business.
A carpet underlay manufacturer, providing additional production capacity in our Flooring Products business.
These businesses broaden our geographic scope, capabilities, and product offerings, and added $11.5 ($7.6 to Residential Products and $3.9 to Furniture Products) of goodwill. We also acquired the remaining 20% ownership in an Asian joint venture in our Work Furniture business for $2.6.
2016
In 2016, we acquired three small businesses:
A U.S. manufacturer of aerospace tube assemblies, expanding our tube forming and fabrication capabilities and adding precision machining to our aerospace platform.
A distributor of geosynthetic products.
A South African producer of mattress innersprings.
We acquired these businesses for a total purchase price of $29.2. In addition, we purchased the remaining interest in an Automotive joint venture in China for $35.2.

Acquisition of Elite Comfort Solutions, Inc. (ECS)

On January 16, 2019, we completed the acquisition of ECS for cash consideration of approximately $1,250.0 (see Note V).