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Acquisitions | 12 Months Ended
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Dec. 31, 2014
Business Combinations [Abstract] |
Acquisitions | Acquisitions All of the Company’s acquisitions have been accounted for under ASC 805, Business Combinations. Accordingly, the accounts of the acquired companies, after adjustments to reflect fair values assigned to assets and liabilities, have been included in the consolidated financial statements from their respective dates of acquisition. The results of operations of the acquired companies have been included in the Company’s consolidated results since the date of each acquisition. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s consolidated results of operations individually or in aggregate. 2014 Acquisitions On April 28, 2014, the Company acquired the stock of Aegis Flow Technologies ("Aegis"), a leader in the design, manufacture and sale of specialty chemical processing valves for use in the chemical, petro-chemical, chlor-alkali, pharmaceutical, semiconductor and pulp/paper industries. Located in Geismar, Louisiana, Aegis has annual revenues of approximately $15.0 million and operates in our Chemical, Food & Process platform within our Fluid & Metering Technologies segment. Aegis was acquired for cash consideration of approximately $25 million. The entire purchase price was funded with borrowings under the Company's Revolving Facility. Goodwill and intangible assets recognized as part of this transaction were $7.7 million and $8.8 million, respectively. The $7.7 million of goodwill is deductible for tax purposes. The purchase price for Aegis has been allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. The allocation of the acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values, is as follows:
(In thousands) |
Accounts receivable | $ | 1,147 |
Inventory | 6,230 |
Other current assets, net of cash acquired | 232 |
Property, plant and equipment | 2,988 |
Goodwill | 7,711 |
Intangible assets | 8,770 |
Total assets acquired | 27,078 |
Total liabilities assumed | (1,633 | )
Net assets acquired | $ | 25,445 |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisitions reflects the strategic fit and revenue and earnings growth potential of these businesses. The acquired intangible assets and weighted average amortization periods are as follows:
(In thousands, except weighted average life) | Total |  | Weighted Average Life
Trade names | $ | 3,304 |  |  | 15
Customer relationships | 4,393 |  |  | 13.5
Unpatented technology | 1,073 |  |  | 7.5
Total acquired intangible assets | $ | 8,770 |  |  |
The Company incurred $1.7 million of acquisition-related transaction costs in 2014. These costs were recorded in selling, general and administrative expense and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company incurred $1.3 million of non-cash acquisition fair value inventory charges in 2014. These charges were recorded in cost of sales. 2013 Acquisitions On March 18, 2013, the Company acquired the stock of FTL Seals Technology, Ltd (“FTL”). FTL specializes in the design and application of high integrity rotary seals, specialty bearings, and other custom products for the oil & gas, mining, power generation, and marine markets. Located in Leeds, England, FTL, along with Precision Polymer Engineering (“PPE”), operates within the Health & Science Technologies segment as part of the Sealing Solutions group and will expand the range of PPE’s technology expertise and markets served. FTL was acquired for an aggregate purchase price of $34.5 million (£23.1 million) in cash. The entire purchase price was funded with borrowings under the Revolving Facility. Goodwill and intangible assets recognized as part of this transaction were $18.0 million and $13.0 million, respectively. The $18.0 million of goodwill is not deductible for tax purposes. The purchase price for FTL has been allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. The allocation of the acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values, is as follows:
(In thousands) |
Accounts receivable | $ | 3,454 |
Inventory | 4,524 |
Other current assets, net of cash acquired | 131 |
Property, plant and equipment | 1,357 |
Goodwill | 17,994 |
Intangible assets | 13,016 |
Total assets acquired | 40,476 |
Total liabilities assumed | (5,939 | )
Net assets acquired | $ | 34,537 |
Acquired intangible assets consist of trade names, non-compete agreements, customer relationships and unpatented technology. The goodwill recorded for the acquisitions reflects the strategic fit and revenue and earnings growth potential of these businesses. The acquired intangible assets and weighted average amortization periods are as follows:
(In thousands, except weighted average life) | Total |  | Weighted Average Life
Trade names | $ | 1,005 |  |  | 15
Non-compete agreements | 224 |  |  | 3
Customer relationships | 10,950 |  |  | 9
Unpatented technology | 837 |  |  | 8
Total acquired intangible assets | $ | 13,016 |  |  |
The Company incurred $1.4 million of acquisition-related transaction costs in 2013. These costs were recorded in selling, general and administrative expense and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company incurred $1.8 million of non-cash acquisition fair value inventory charges in 2013. These charges were recorded in cost of sales. 2012 Acquisitions On April 11, 2012, the Company acquired the stock of Precision Photonics Corporation ("PPC"). PPC specializes in optical components and coatings for applications in the fields of scientific research, aerospace, telecommunications and electronics manufacturing. Located in Boulder, Colorado, PPC operates within the Health & Science Technologies segment as a part of the IOP platform. The Company acquired PPC for an aggregate purchase price of $20.6 million in cash, which was funded from operations. Goodwill and intangible assets recognized as part of this transaction were $13.9 million and $5.1 million, respectively. The $13.9 million of goodwill is not deductible for tax purposes. On April 30, 2012, the Company acquired the stock of ERC. ERC is a leader in the manufacture of gas liquid separations and detection solutions for the life science, analytical instrumentation and clinical chemistry markets. ERC’s pioneering products include in-line membrane vacuum degassing solutions, refractive index detectors and ozone generation systems. ERC’s original equipment degassing solutions are considered the “standard” for many of the world’s leading instrument producers. Located in Kawaguchi, Japan, ERC operates within the Health & Science Technologies segment as part of the Scientific Fluidics platform. The Company acquired ERC for an aggregate purchase price of $18.0 million (¥1.47 billion), consisting of $13.3 million in cash and assumption of approximately $4.7 million of debt. The cash payment was financed with borrowings under the Revolving Facility. Goodwill and intangible assets recognized as part of this transaction were $8.5 million and $5.6 million, respectively. The $8.5 million of goodwill is not deductible for tax purposes. On July 20, 2012, the Company acquired the stock of Matcon. Matcon is a global leader in material processing solutions for high value powders used in the manufacture of pharmaceuticals, food, plastics, and fine chemicals. Matcon’s innovative products include the original cone valve powder discharge system and filling, mixing and packaging systems, all of which support their customers’ automation and process requirements. Matcon’s products are critical to their customers’ need to maintain clean, reliable and repeatable formulations of prepackaged foods and pharmaceuticals while helping them achieve lean and agile manufacturing. Located in Evesham, Worcestershire, England, Matcon operates within the Health & Science Technologies segment in the MPT platform. The Company acquired Matcon for an aggregate purchase price of $45.8 million (£29.1 million), consisting of $35.0 million in cash, $2.4 million of working capital adjustments paid in the second quarter of 2013, and contingent consideration valued at $8.4 million as of the opening balance sheet date. The contingent consideration amount was based on 2012 and 2013 earnings before interest, income taxes, depreciation and amortization for Matcon. In April 2013, the Company paid $3.8 million on the contingent consideration arrangement based on Matcon's 2012 operating results. In November 2013, the Company paid $1.1 million of the contingent consideration arrangement based on a settlement agreement with the sellers and the remaining amount was recognized as a benefit within Selling, general and administrative expenses. Approximately $15.0 million of the purchase price cash payment was financed with borrowings under the Revolving Facility. Goodwill and intangible assets recognized as part of this transaction were $28.0 million and $14.1 million, respectively. The $28.0 million of goodwill is not deductible for tax purposes. The purchase price for PPC, ERC and Matcon were allocated to the assets acquired and liabilities assumed based on estimated fair values at the date of the acquisition. The allocation of the acquisition costs to the assets acquired and liabilities assumed, based on their estimated fair values, is as follows:
(In thousands) | ERC |  | PPC |  | Matcon |  | Total
Accounts receivable | $ | 5,766 |  |  | $ | 877 |  |  | $ | 7,768 |  |  | $ | 14,411 |
Inventory | 4,224 |  |  | 932 |  |  | 604 |  |  | 5,760 |
Other current assets, net of cash acquired | 981 |  |  | 252 |  |  | 1,880 |  |  | 3,113 |
Property, plant and equipment | 2,738 |  |  | 1,936 |  |  | 5,695 |  |  | 10,369 |
Goodwill | 8,499 |  |  | 13,941 |  |  | 27,947 |  |  | 50,387 |
Intangible assets | 5,642 |  |  | 5,104 |  |  | 14,081 |  |  | 24,827 |
Other assets | 1,509 |  |  | 13 |  |  | 53 |  |  | 1,575 |
Total assets acquired | 29,359 |  |  | 23,055 |  |  | 58,028 |  |  | 110,442 |
Total liabilities assumed | (16,074 | ) |  | (2,465 | ) |  | (12,215 | ) |  | (30,754 | )
Net assets acquired | $ | 13,285 |  |  | $ | 20,590 |  |  | $ | 45,813 |  |  | $ | 79,688 |
Acquired intangible assets consist of trade names, non-compete agreements, customer relationships and unpatented technology. The goodwill recorded for the acquisitions reflects the strategic fit and revenue and earnings growth potential of these businesses. The acquired intangible assets and weighted average amortization periods are as follows:
(In thousands, except weighted average life) | Total |  | Weighted Average Life
Trade names | $ | 8,973 |  |  | 15
Non-compete agreements | 470 |  |  | 3
Customer relationships | 11,343 |  |  | 6
Unpatented technology | 4,041 |  |  | 8
2012 acquired intangible assets | $ | 24,827 |  |  |
The Company incurred $2.7 million of acquisition-related transaction costs in 2012. These costs were recorded in selling, general and administrative expense and were related to completed transactions, pending transactions and potential transactions, including certain transactions that ultimately were not completed. During 2012, the Company recorded $0.9 million of fair value inventory charges associated with these acquisitions, which were recorded in cost of sales.

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