Acquisitions | 6 Months Ended |
Jun. 30, 2014 |
Business Combinations [Abstract] | ' |
Acquisitions | ' |
8 | Acquisitions | | | |
The Company spent $458.7 million in cash, net of cash acquired, to acquire Teseq Group in January 2014, VTI Instruments (“VTI”) in February 2014, Luphos GmbH in May 2014 and Zygo Corporation in June 2014. Teseq is a manufacturer of test and measurement instrumentation for electromagnetic compatibility (“EMC”) testing. VTI is a manufacturer of high precision test and measurement instrumentation. Luphos’ core technology is used in the measurement of complex aspheric optical surfaces and other surfaces through non-contact methods. Zygo is a provider of optical metrology solutions, high precision optics and optical assemblies for use in a wide range of scientific, industrial and medical applications. Teseq, VTI, Luphos and Zygo are part of AMETEK’s Electronic Instruments Group. |
The following table represents the preliminary allocation of the aggregate purchase price for the net assets of the above acquisitions based on their estimated fair values at acquisition (in millions): |
|
| | | | |
Property, plant and equipment | | $ | 58.4 | |
Goodwill | | | 194.3 | |
Other intangible assets | | | 219.3 | |
Deferred income taxes | | | (63.0 | ) |
Net working capital and other* | | | 49.7 | |
| | | | |
Total purchase price | | $ | 458.7 | |
| | | | |
|
* | Includes $29.7 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal. | | | |
The amount allocated to goodwill is reflective of the benefits the Company expects to realize from the acquisitions as follows: Teseq manufactures a broad line of conducted and radiated EMC compliance testing systems and radio-frequency amplifiers for a wide range of industries, including aerospace, automotive, consumer electronics, medical equipment, telecommunications and transportation. Teseq provides the Company with opportunities for accelerating product innovation and market expansion worldwide. VTI broadens the Company’s capabilities in the high end test and measurement market and provides additional technology differentiation. Luphos’ technology expands the Company’s metrology capabilities across a broader range of surface finishes and profiles. Zygo’s position in non-contact optical metrology complements the Company’s position in contact metrology and enables the Company to offer its customers a full range of metrology solutions. The Company expects approximately $6.3 million of the goodwill recorded in connection with the 2014 acquisitions will be tax deductible in future years. |
The Company is in the process of finalizing the measurement of certain tangible and intangible assets and liabilities for its 2014 acquisitions, as well as accounting for income taxes associated with its 2014 acquisitions and the 2013 acquisitions of Controls Southeast, Inc., Creaform, Inc. and Powervar, Inc. |
At June 30, 2014, purchase price allocated to other intangible assets of $219.3 million consists of $46.6 million of indefinite-lived intangible trademarks and trade names, which are not subject to amortization. The remaining $172.7 million of other intangible assets consist of $128.0 million of customer relationships, which are being amortized over a period of five to 20 years, $0.8 million of trade names, which are being amortized over a period of ten years and $43.9 million of purchased technology, which is being amortized over a period of 15 to 17 years. Amortization expense for each of the next five years for the 2014 acquisitions listed above is expected to approximate $9.7 million per year. |
The 2014 acquisitions noted above had an immaterial impact on reported net sales, net income and diluted earnings per share for the three and six months ended June 30, 2014. Had the 2014 acquisitions been made at the beginning of 2014 or 2013, unaudited pro forma net sales, net income and diluted earnings per share for the three and six months ended June 30, 2014 and 2013, respectively, would not have been materially different than the amounts reported. Pro forma results are not necessarily indicative of the results that would have occurred if the acquisitions had been completed at the beginning of 2014 or 2013. |
Acquisitions Subsequent to June 30, 2014 |
In August 2014, the Company acquired Amptek, Inc., a privately held manufacturer of instrumentation and detectors used to identify composition of materials using x-ray fluorescence. Amptek was acquired for approximately $115 million and has estimated annual sales of approximately $30 million. Amptek broadens the Company’s position in the process and analytical instrumentations markets and will join AMETEK’s Electronic Instruments Group. |