Acquisitions and Divestitures

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 4 - Acquisitions

During the first six months of 2017, the Company completed two acquisitions. On May 5, 2017, the Company completed the acquisition of the assets of PT Tech, Inc. ("PT Tech"), a manufacturer of engineered clutches, brakes, hydraulic power take-off units and other torque management devices used in mining, aggregate, wood recycling and metals industries. On April 3, 2017, the Company completed the acquisition of Torsion Control Products, Inc. ("Torsion Control Products"), a manufacturer of engineered torsional couplings used in construction, agriculture and mining industries. Aggregate sales for these companies for the most recent twelve months prior to their respective acquisitions totaled approximately $41.5 million. The total purchase price for these two acquisitions was $63.4 million, net of cash received. Both acquisitions are subject to post-closing working capital adjustments. Based on markets and customers served, substantially all of the results for PT Tech and Torsion Control Products are reported in the Mobile Industries segment.

The following table presents the initial purchase price allocation for acquisitions in 2017: 

	Initial Purchase Price Allocation
Assets:
Accounts receivable, net	$	7.5
Inventories, net	11.9
Property, plant and equipment, net	4.0
Goodwill	15.1
Other intangible assets	29.5
Total assets acquired	$	68.0
Liabilities:
Accounts payable, trade	$	2.1
Salaries, wages and benefits	0.3
Other current liabilities	2.1
Total liabilities assumed	$	4.5
Net assets acquired	$	63.5

The following table summarizes the initial purchase price allocation for identifiable intangible assets acquired in 2017:

	Initial Purchase Price Allocation
			Weighted - Average Life
Trade Name	$	1.5	14 years
Know-How	8.5		20 years
All customer relationships	19.1		19 years
Non-competition agreements	0.2		5 years
Capitalized software	0.2		3 years
Total intangible assets	$	29.5

During 2016, the Company completed two acquisitions. On October 31, 2016, the Company completed the acquisition of EDT Corp. ("EDT"), a manufacturer of polymer housed units and stainless steel ball bearings used primarily in the food and beverage industry. On July 8, 2016, the Company completed the acquisition of Lovejoy Inc. ("Lovejoy"), a manufacturer of premium industrial couplings and universal joints. Aggregate sales for these companies for the most recent twelve months prior to their respective acquisitions totaled approximately $61 million. The total purchase price for these two acquisitions was $74.4 million in cash and $2.2 million in assumed debt. The Company acquired cash of approximately $2.5 million as part of these acquisitions.

In January 2017, the Company paid a net purchase price adjustment of $0.6 million in connection with the EDT acquisition, resulting in an adjustment to goodwill. During the second quarter of 2017, the Company re-evaluated the fair value of certain contingent liabilities assumed in the Lovejoy acquisition, resulting in adjustments to other current assets, goodwill, other current liabilities and other non-current liabilities. The following table presents the final purchase price allocation for both the Lovejoy and the EDT acquisitions: 

	Initial Purchase Price Allocation		Adjustment			Final Purchase Price Allocation
Assets:
Accounts receivable, net	$	8.4				$	8.4
Inventories, net	17.8					17.8
Other current assets	5.3		(0.2		)	5.1
Property, plant and equipment, net	16.5					16.5
Goodwill	29.9		(1.1		)	28.8
Other intangible assets	27.9					27.9
Other non-current assets	0.1					0.1
Total assets acquired	$	105.9	$	(1.3	)	$	104.6
Liabilities:
Accounts payable, trade	$	8.1				$	8.1
Salaries, wages and benefits	1.3					1.3
Other current liabilities	4.4		(0.6		)	3.8
Long-term debt	2.2					2.2
Deferred taxes	10.4					10.4
Other non-current liabilities	7.6		(1.3		)	6.3
Total liabilities assumed	$	34.0	$	(1.9	)	$	32.1
Net assets acquired	$	71.9	$	0.6		$	72.5