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Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2017
Acquisitions and Divestitures [Abstract]  
Business Combination and Divestitures Disclosure [Text Block] Acquisitions:
The Company completed three acquisitions in 2017. On July 3, 2017, the Company completed the acquisition of Groeneveld, a leading provider of automatic lubrication solutions used in on- and off-highway applications. On May 5, 2017, the Company completed the acquisition of the assets of PT Tech, a manufacturer of engineered clutches, brakes, hydraulic power take-off units and other torque management devices used in the mining, aggregate, wood recycling and metals industries. On April 3, 2017, the Company completed the acquisition of Torsion Control Products, a manufacturer of engineered torsional couplings used in the construction, agriculture and mining industries. Aggregate sales for these companies for the most recent 12 months prior to their respective acquisitions totaled approximately $146.2 million. The total purchase price for these acquisitions was $346.2 million, net of $35.4 million of cash received. In 2017, the Company incurred acquisition-related fees of $3.7 million to complete these acquisitions. Based on markets and customers served, substantially all of the results for Groeneveld, PT Tech and Torsion Control Products are reported in the Mobile Industries segment.

During 2016, the Company completed two acquisitions. On October 31, 2016, the Company completed the acquisition of 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, a manufacturer of premium industrial couplings and universal joints. Aggregate sales for these companies for the most recent 12 months prior to their respective acquisitions totaled approximately $61 million. The total purchase price for these acquisitions was $74.7 million in cash, net of $1.9 million of cash received, and $2.2 million in assumed debt. In 2017, the Company paid a net purchase price adjustment of $0.6 million in connection with the EDT acquisition. Also, the Company incurred approximately $1.7 million of acquisition-related fees to acquire EDT and Lovejoy. Substantially all of the results for EDT and Lovejoy are reported in the Process Industries segment. The Company assumed certain contingent liabilities, including a potential environmental liability, as part of the Lovejoy transaction. Refer to Note 11 - Contingencies for additional information on Lovejoy's contingent liabilities.

On September 1, 2015, the Company completed the acquisition of Timken Belts, a leading North American manufacturer of belts used in industrial, commercial and consumer applications, and sold under multiple brand names, including Carlisle®, Ultimax® and Panther®, among others. The acquisition portfolio includes more than 20,000 parts that utilize wrap molded, raw edge, v-ribbed and synchronous belt designs. Aggregate sales for Timken Belts for the most recent 12 months prior to the acquisition were approximately $140 million. The total purchase price for Timken Belts was $213.7 million, including cash acquired of approximately $0.1 million. In June 2016, the Company paid a net purchase price adjustment of $0.7 million, resulting in an adjustment to goodwill. Also, the Company incurred approximately $1.0 million of acquisition-related fees to acquire Timken Belts. The results of operations for Timken Belts are reported in both the Mobile Industries and Process Industries segments based on customers served.

Pro forma results of these operations have not been presented because the effects of the acquisitions were not significant to the Company’s income from operations or total assets in any of the years presented.



The purchase price allocations, net of cash acquired, and any subsequent purchase price adjustments for acquisitions in 2017, 2016 and 2015 are presented below:
 
2017
2016
2015
Assets:
 
 
 
Accounts receivable
$
27.6

$
8.4

$
13.3

Inventories
29.4

17.8

48.5

Other current assets
3.3

5.3

1.1

Property, plant and equipment
31.5

16.5

37.9

Goodwill
149.7

30.6

70.8

Other intangible assets
173.6

27.9

63.9

Other non-current assets
1.8

0.1


Total assets acquired
$
416.9

$
106.6

$
235.5

Liabilities:
 
 
 
Accounts payable, trade
$
9.5

$
8.1

$
10.2

Salaries, wages and benefits
5.8

1.3

1.1

Other current liabilities
8.6

4.4

1.3

Short-term debt
0.1



Long-term debt
2.9

2.2


Accrued pension cost


2.3

Accrued postretirement liability


1.1

Deferred taxes
42.2

10.4

5.9

Other non-current liabilities
1.0

7.6


Total liabilities assumed
$
70.1

$
34.0

$
21.9

Net assets acquired
$
346.8

$
72.6

$
213.6


The amounts for 2017 in the table above represent the preliminary purchase price allocations for Groeneveld, PT Tech and Torsion Control Products. The preliminary purchase accounting for the Groeneveld acquisition is incomplete as it relates to the final determination of fair value for the contingent liabilities assumed in the acquisition and other potential post-closing indemnification adjustments.

The following table summarizes the preliminary purchase price allocation for identifiable intangible assets acquired in 2017:
 
 
Weighted-
Average Life
Trade names (indefinite life)
31.1

Indefinite
Trade names (finite life)
2.2

13 years
Technology and know-how
29.8

16 years
Customer relationships
108.9

17 years
Other
0.2

5 years
Capitalized software
1.4

3 years
Total intangible assets
$
173.6

 










The following table summarizes the final purchase price allocation for identifiable intangible assets acquired in 2016:
 
 
Weighted-
Average Life
Trade names (indefinite life)
$
3.7

Indefinite
Trade names (finite life)
0.2

5 years
Technology and know-how
10.1

19 years
Customer relationships
13.5

20 years
Other
0.3

4 years
Capitalized software
0.1

4 years
Total intangible assets
$
27.9

 


On July 5, 2017, the Company announced that the Company's majority-owned subsidiary, Timken India, entered into a definitive agreement to acquire ABC Bearings. Timken India is a public limited company listed on the National Stock Exchange of India Limited and BSE Limited. ABC Bearings is a manufacturer of tapered, cylindrical and spherical roller bearings and slewing rings in India, and also is listed on the BSE Limited. The transaction is structured as a merger of ABC Bearings into Timken India, whereby shareholders of ABC Bearings will receive shares of Timken India as consideration. The transaction is subject to receipt of various approvals in India, which are expected to be completed in the first half of 2018. ABC Bearings, located in Mumbai, India, operates primarily out of manufacturing facilities in Bharuch, Gujarat and Dehradun, Uttarakhand and had annual sales of approximately $29 million for the 12 months ended March 31, 2017.

Divestitures:
On October 21, 2015, the Company completed the sale of Alcor. Alcor, located in Mesa, Arizona, had sales of $20.6 million for the 12 months ending September 30, 2015. The results of the operations of Alcor were reported in the Mobile Industries segment. The Company recorded proceeds of $43.4 million and recognized a gain on the sale of Alcor of $29.0 million during the fourth quarter of 2015. The gain was reflected in gain on divestiture in the Consolidated Statement of Income.

On April 30, 2015, the Company completed the sale of a service center in Niles, Ohio. The company received $2.8 million in cash proceeds for the service center. The Company recognized a loss of $0.3 million from the sale reflected in gain on divestiture in the Consolidated Statement of Income.