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ACQUISITIONS
12 Months Ended
Oct. 31, 2014
Acquisition  
Acquisition

2

 

ACQUISITIONS

On November 27, 2013, during the first quarter of fiscal 2014, the company completed the acquisition of certain assets of a quality value-priced line of outdoor lighting fixtures for the landscape lighting market. The purchase price of this acquisition was $1,245, which included cash payments, issuance of a long-term note, and an estimated contingent consideration.

   On September 30, 2013, during the fourth quarter of fiscal 2013, the company completed the acquisition of certain assets and assumed certain liabilities for a company in China that manufactures water-efficient drip irrigation products, sprinklers, emitters, and filters for agriculture, landscaping, and green house production. The net purchase price of this acquisition was $3,481, of which $2,101 was paid in cash in fiscal 2013 and $1,380 was paid in cash in fiscal 2014.

   On April 25, 2012, during the second quarter of fiscal 2012, the company completed the acquisition of certain assets for an equipment line of concrete and mortar mixers, material handlers, compaction equipment, and other concrete power tools for the rental and specialty construction market. On February 10, 2012, also during the second quarter of fiscal 2012, the company completed the acquisition of certain assets and assumed certain liabilities for an equipment line of vibratory plows, trenchers, and horizontal directional drills for the underground utilities market. On December 9, 2011, during the first quarter of fiscal 2012, the company completed the acquisition of certain assets and assumed certain liabilities for a greens roller product line for the golf course market. The aggregate purchase price of these three acquisitions was $11,112, which included cash payments and issuance of long-term notes.

   The purchase price of all of these acquisitions was allocated to the identifiable assets acquired and liabilities assumed based on estimates of their fair value, with the excess purchase price for acquisitions recorded as goodwill. Additional purchase accounting disclosures have been omitted given the immateriality of these acquisitions in relation to the company's consolidated financial condition and results of operations. See Note 5 for further details related to the acquired intangible assets.

   On November 14, 2014, subsequent to the end of fiscal 2014, the company acquired substantially all of the assets (excluding accounts receivable) of the BOSS® professional snow and ice management business of privately held Northern Star Industries, Inc. Based in Iron Mountain, Michigan, BOSS designs, manufactures, and sells a broad line of snowplows, salt and sand spreaders, and related parts and accessories for light and medium duty trucks, all terrain vehicles, utility terrain vehicles, skid steers, and front-end loaders. Through this acquisition, the company added another professional contractor brand; a portfolio of counter-seasonal equipment; manufacturing and distribution facilities located in Iron Mountain, Michigan; and a distribution network for these products. Management believes that this acquisition positions the company to strengthen and grow its relationships with professional contractors, municipalities, and other customers by enabling the company to provide them with innovative, durable equipment and high-quality service they need each season.

   This acquisition closed for $227,882, subject to certain post-closing adjustments, which included a cash payment of $197,882 and issuance of a long-term note of $30,000. The company funded the acquisition with cash on hand, a $130,000 term loan, and an increase in short-term debt of $20,000 under the company's recently renewed revolving credit facility. During fiscal year 2014, the company expensed $509 of acquisition related costs, which was recorded in selling, general, and administrative expense. The company also capitalized $373 of debt issuance costs in other assets related to the $130,000 term loan, which will be amortized over the term of the loan.

   The purchase price of this acquisition will be accounted for as a business combination using the acquisition method, which requires that, among other things, assets acquired and liabilities assumed be recorded at their fair value as of the acquisition date using independent appraisals and other analyses. The excess of the consideration transferred over those fair values is recorded as goodwill, and the company expects the goodwill to be deductible for tax purposes. Due to the timing of the acquisition, the initial valuation and subsequent purchase accounting for this acquisition is incomplete at this time.