Acquisitions | 9 Months Ended |
Feb. 28, 2015 |
Acquisitions | NOTE O – Acquisitions |
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Rome Strip Steel Company, Inc. |
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On January 16, 2015, the Company acquired the net assets of Rome Strip Steel Company, Inc. (“Rome Strip Steel”) for cash consideration of $54,495,000. This amount differs from the $55,312,000 paid at closing due to an estimated working capital deficit of $817,000. Located in Rome, New York, the Rome Strip Steel business manufactures cold rolled steel to extremely tight tolerances. The acquired net assets became part of our Steel Processing operating segment upon closing. |
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The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the net assets of Rome Strip Steel, we identified and valued the following identifiable intangible assets: |
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(in thousands) | | | | | Useful Life | |
Category | | Amount | | | (Years) | |
Customer relationships | | $ | 4,300 | | | | 10 | |
Non-compete agreements | | | 1,200 | | | | 5 | |
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Total acquired identifiable intangible assets | | $ | 5,500 | | | | | |
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The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. |
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The following table summarizes the consideration transferred for the net assets of Rome Strip Steel and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: |
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(in thousands) | | | | | | | |
Cash | | $ | 10 | | | | | |
Accounts receivable | | | 6,333 | | | | | |
Inventories | | | 17,063 | | | | | |
Prepaid expenses | | | 41 | | | | | |
Intangible assets | | | 5,500 | | | | | |
Property, plant and equipment | | | 22,775 | | | | | |
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Total identifiable assets | | | 51,722 | | | | | |
Accounts payable | | | (3,091 | ) | | | | |
Other accrued items | | | (410 | ) | | | | |
Other liabilities | | | (313 | ) | | | | |
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Net assets | | | 47,908 | | | | | |
Goodwill | | | 6,587 | | | | | |
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Purchase price | | $ | 54,495 | | | | | |
Plus: estimated working capital deficit | | | 817 | | | | | |
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Cash paid at closing | | $ | 55,312 | | | | | |
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Operating results of the acquired business have been included in our consolidated statement of earnings for the three and nine months ended February 28, 2015 from the acquisition date, forward, and have not been material. Pro forma net sales and net earnings, including the acquired business since the beginning of fiscal 2014, would not be materially different than reported results. |
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dHybrid Systems, LLC |
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On October 20, 2014, we acquired a 79.59% ownership interest in dHybrid, a leader in compressed natural gas (“CNG”) systems for large trucks. The remaining 20.41% was retained by a founding member. The total purchase price was $15,918,000, which includes contingent consideration with an estimated fair value of $3,979,000. The acquired business became part of our Pressure Cylinders operating segment upon closing. |
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The contingent consideration arrangement requires the Company to pay $3,979,000 of additional consideration when cumulative net sales beginning January 1, 2013 reach $20,000,000 plus 50% of gross margin above certain thresholds in each of the five twelve-month periods following the closing date. We determined the acquisition-date fair value of the contingent consideration obligation using a probability weighted cash flow approach based on management’s projections of future sales and gross margin. Refer to “Note Q – Fair Value Measurements” for additional information regarding the fair value measurement of the contingent consideration obligation. |
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The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the net assets of dHybrid, we identified and valued the following identifiable intangible assets: |
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(in thousands) | | | | | Useful Life | |
Category | | Amount | | | (Years) | |
Technological know-how | | $ | 3,100 | | | | 10 | |
Customer relationships | | | 600 | | | | 7 | |
Backlog | | | 88 | | | | Less than 1 | |
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Total acquired identifiable intangible assets | | $ | 3,788 | | | | | |
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The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. |
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The following table summarizes the consideration transferred for our 79.59% interest in dHybrid and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: |
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(in thousands) | | | | | | | |
Consideration Transferred: | | | | | | | | |
Cash consideration | | $ | 11,939 | | | | | |
Fair value of contingent consideration | | | 3,979 | | | | | |
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Total consideration | | $ | 15,918 | | | | | |
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Estimated Fair Value of Assets Acquired and Liabilities Assumed: | | | | | | | | |
Cash and cash equivalents | | $ | 795 | | | | | |
Accounts receivable | | | 1,459 | | | | | |
Inventories | | | 3,300 | | | | | |
Prepaid expenses and other current assets | | | 38 | | | | | |
Intangible assets | | | 3,788 | | | | | |
Property, plant and equipment | | | 396 | | | | | |
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Total identifiable assets | | | 9,776 | | | | | |
Accounts payable | | | (1,163 | ) | | | | |
Accrued liabilities | | | (160 | ) | | | | |
Long-term debt | | | (5,000 | ) | | | | |
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Net identifiable assets | | | 3,453 | | | | | |
Goodwill | | | 16,547 | | | | | |
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Net assets | | | 20,000 | | | | | |
Noncontrolling interest | | | (4,082 | ) | | | | |
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Total consideration | | $ | 15,918 | | | | | |
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Operating results of the acquired business have been included in our consolidated statements of earnings for the three and nine months ended February 28, 2015 from the acquisition date, forward, and have not been material. Pro forma net sales and net earnings, including the acquired business since the beginning of fiscal 2014, would not be materially different than reported results. |
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Midstream Equipment Fabrication, LLC |
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On August 1, 2014, we acquired the net assets of Midstream Equipment Fabrication LLC (“MEF”) for cash consideration of $38,441,000 and the assumption of certain liabilities. The MEF business manufactures patented horizontal heated and high pressure separators used to separate oilfield fluids and gas for customers drilling in the Eagle Ford Shale and is well-situated to serve customers in the Permian Basin. The acquired net assets became part of our Pressure Cylinders operating segment upon closing. |
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The assets acquired and liabilities assumed were recognized at their acquisition-date fair values, with goodwill representing the excess of the purchase price over the fair value of the net identifiable assets acquired. In connection with the acquisition of the net assets of MEF, we identified and valued the following identifiable intangible assets: |
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(in thousands) | | | | | Useful Life | |
Category | | Amount | | | (Years) | |
Technological know-how | | $ | 5,100 | | | | 10 | |
Customer relationships | | | 4,300 | | | | 7 | |
Non-compete agreements | | | 2,400 | | | | 4 | |
Backlog | | | 1,800 | | | | Less than 1 | |
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Total acquired identifiable intangible assets | | $ | 13,600 | | | | | |
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The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. |
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The following table summarizes the consideration transferred for the net assets of MEF and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: |
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(in thousands) | | | | | | | |
Accounts receivable | | $ | 3,329 | | | | | |
Inventories | | | 3,550 | | | | | |
Intangible assets | | | 13,600 | | | | | |
Property, plant and equipment | | | 166 | | | | | |
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Total identifiable assets | | | 20,645 | | | | | |
Accounts payable | | | (555 | ) | | | | |
Other accrued items | | | (92 | ) | | | | |
Deferred revenue | | | (4,808 | ) | | | | |
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Net assets | | | 15,190 | | | | | |
Goodwill | | | 23,251 | | | | | |
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Cash consideration | | | 38,441 | | | | | |
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The Company incurred $273,000 of acquisition-related costs that were expensed within SG&A expense during the nine months ended February 28, 2015. Operating results of the acquired business have been included in our consolidated statements of earnings for the three and nine months ended February 28, 2015 from the acquisition date, forward, and have not been material. Pro forma net sales and net earnings, including the acquired business since the beginning of fiscal 2014, would not be materially different than reported results. |
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James Russell Engineering Works, Inc. |
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On July 31, 2014, we acquired the net assets of James Russell Engineering Works, Inc. (“JRE”) for cash consideration of $1,571,000. The JRE business manufactures aluminum and stainless steel cryogenic transport trailers used for hauling liquid oxygen, nitrogen, argon, hydrogen and liquefied natural gas (“LNG”) for producers and distributors of industrial gases and LNG. The acquired net assets became part of our Pressure Cylinders operating segment upon closing. |
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The assets acquired and liabilities assumed were recognized at their acquisition-date fair values. The purchase price includes the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value. The purchase price also includes a going-concern element that represents our ability to earn a higher rate of return on this group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. |
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The following table summarizes the consideration transferred for the net assets of JRE and the fair value assigned to the assets acquired and liabilities assumed at the acquisition date: |
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(in thousands) | | | | | | | |
Cash | | $ | 253 | | | | | |
Accounts receivable | | | 509 | | | | | |
Inventories | | | 2,793 | | | | | |
Prepaid expense and other current assets | | | 40 | | | | | |
Property, plant and equipment | | | 250 | | | | | |
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Total identifiable assets | | | 3,845 | | | | | |
Accounts payable | | | (514 | ) | | | | |
Other accrued items | | | (2,160 | ) | | | | |
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Net identifiable assets | | | 1,171 | | | | | |
Goodwill | | | 400 | | | | | |
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Total cash consideration | | $ | 1,571 | | | | | |
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Operating results of the acquired business have been included in our consolidated statements of earnings for the three and nine months ended February 28, 2015 from the acquisition date, forward, and have not been material. Pro forma net sales and net earnings, including the acquired business since the beginning of fiscal 2014, would not be materially different than reported results. |