Business Combination Disclosure [Text Block] | Business Combinations Acquisition of Stauber Performance Ingredients: On December 23, 2015, we acquired Stauber Performance Ingredients (“Stauber”) for $157.0 million on a cash-free, debt-free basis. The total consideration for the acquisition is estimated at $158.5 million ( $155.9 million net of cash acquired), subject to a further customary working capital adjustment. We paid $156.0 million in cash at closing and expect to pay an additional $2.5 million based upon preliminary working capital balances. The purchase was funded with $131.0 million of proceeds from the credit facility described more fully in Note 7 as well as cash on hand. Stauber operates out of facilities in New York and California and blends and distributes specialty products and ingredients to the nutritional, food, pharmaceutical, cosmetic and pet care industries. The acquisition expands our portfolio of value-added specialty products within new markets. Stauber had revenues of approximately $118.0 million for the twelve months ended December 23, 2015, the date of the acquisition. The results of operations since the acquisition date, and the assets, including the goodwill associated with the acquisition, will be included in our newly formed Health and Nutrition operating segment. Due to the timing of the acquisition, no operating activity is included in our third quarter or year-to-date results but will be included in our fourth quarter fiscal 2016 results. Direct acquisition costs of $2.7 million , consisting mainly of professional and consulting fees, were expensed as incurred during the three and nine months ended December 27, 2015, and are classified as selling, general, and administrative expenses in our condensed consolidated statement of income, and are reported in our Health and Nutrition segment. The acquisition was accounted for under the acquisition method of accounting. Accordingly, the cost to acquire Stauber was allocated to the underlying net assets in proportion to estimates of their respective fair values. The excess of the purchase price over the estimated fair value of the net assets acquired was recorded as goodwill. The allocated purchase price in excess of Stauber’s tangible asset value prior to acquisition, including the intangibles and goodwill, is not deductible for tax purposes. The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as Stauber’s assembled workforce. The allocation of the purchase price to the assets acquired and liabilities assumed, including the amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date). The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of December 23, 2015: (In thousands) Amount Cash and cash equivalents (a) $ 2,647 Trade receivables 15,235 Inventories 10,207 Deferred taxes and other assets 2,129 Property, plant, and equipment 11,228 Intangible assets 50,963 Accounts payable (6,470 ) Accrued expenses and other current liabilities (a) (2,862 ) Deferred income taxes (21,323 ) Other non-current liabilities (79 ) Net assets acquired 61,675 Goodwill 96,831 Total preliminary purchase price 158,506 Less acquired cash (2,647 ) Preliminary purchase price, net of cash acquired $ 155,859 (a) In addition to these balances, $7.3 million of cash and current accrued liabilities were recorded that relate to stock and other acquisition-related compensation payments, which were recorded by Stauber as of the acquisition date but were paid subsequent to the acquisition date. The following pro forma information has been prepared as if the Stauber acquisition and the borrowing to finance the acquisition had occurred as of the beginning of the fiscal years presented. The unaudited pro forma information is not necessarily indicative of what our consolidated results of operations actually would have been had the acquisition occurred at the beginning of each fiscal year, nor is it indicative of our future operational results. Three Months Ended Nine Months Ended (In thousands, except per share data) December 27, 2015 December 28, 2014 December 27, 2015 December 28, 2014 Pro forma net sales $ 114,364 $ 108,638 $ 372,154 $ 345,527 Pro forma net income 3,775 4,172 17,894 16,913 Pro forma basic earnings per share $ 0.36 $ 0.39 $ 1.70 $ 1.60 Pro forma diluted earnings per share $ 0.36 $ 0.39 $ 1.69 $ 1.59 The unaudited pro forma financial information above is adjusted to reflect the following: (a) interest expense, including amortization of debt issuance costs, related to the $131.0 million of debt used to fund the acquisition; (b) estimated amortization expense related to the $51.0 million of identifiable intangible assets (preliminary) recognized in conjunction with the acquisition; (c) elimination of amortization of intangibles and interest expense previously reflected on Stauber’s financial statements; (d) elimination of stock and other acquisition-related compensation recorded by Stauber, and transaction-related expenses recorded by us; and (e) recording income taxes at an estimated statutory rate of 37.5% on the resulting pre-tax income. Acquisition of Davis Supply, Inc. : On September 18, 2015, we acquired substantially all of the assets of Davis Supply, Inc. (“Davis”) under the terms of an asset purchase agreement with Davis and its shareholders. We paid $4.5 million cash at closing, using available cash on hand to fund the acquisition. Davis was a water treatment chemical distribution company operating in Florida with revenues of approximately $5.0 million in calendar year 2014. Through this acquisition we added one operating location in Florida and have integrated the remainder of the business into our existing Florida locations. The results of operations after the date of acquisition and the acquired assets are included in our Water Treatment Segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for under the acquisition method of accounting, under which the total purchase price is allocated to the net tangible and intangible assets of Davis acquired based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed as of September 18, 2015: (In thousands) Amount Inventories $ 145 Property, plant, and equipment 78 Intangible assets 2,532 Net assets acquired 2,755 Goodwill 1,745 Total purchase price $ 4,500 Intangible assets recognized in connection with this acquisition consist of $2.4 million related to customer relationships to be amortized over 20 years , and $0.1 million related to a non-compete agreement to be amortized over five years . The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. Acquisition of The Dumont Company, Inc. : On October 20, 2014, we acquired substantially all of the assets of The Dumont Company, Inc. (“Dumont”) under the terms of an asset purchase agreement with Dumont and its shareholders. We paid $10.1 million in cash, including a working capital adjustment in the third quarter of fiscal 2015, using available cash on hand to fund the acquisition. Dumont was a water treatment chemical distribution company with revenues of approximately $14.0 million in calendar year 2013. Through this acquisition we added seven operating locations across Florida. The results of operations since the acquisition date, and the assets, including the goodwill associated with this acquisition, are included in our Water Treatment segment. Costs associated with this transaction were not material and were expensed as incurred. The acquisition has been accounted for under the acquisition method of accounting, under which the total purchase price is allocated to the net tangible and intangible assets of Dumont acquired in connection with the acquisition based on their estimated fair values. We estimated the fair values of the assets acquired and liabilities assumed using a discounted cash flow analysis (income approach). The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed as of October 20, 2014: (In thousands) Amount Trade receivables $ 1,358 Inventories 859 Other assets 159 Property, plant, and equipment 702 Intangible assets 3,509 Accrued expenses and other current liabilities (877 ) Net assets acquired 5,710 Goodwill 4,358 Total purchase price $ 10,068 Intangible assets recognized in connection with this acquisition consist of $2.8 million related to customer relationships to be amortized over 20 years , and $0.7 million related to a trade name to be amortized over four years . The goodwill recognized as a result of this acquisition is primarily attributable to strategic and synergistic benefits, as well as the assembled workforce. Such goodwill is expected to be deductible for tax purposes. |