Acquisitions and Divestitures (Notes)

9 Months Ended

Jun. 30, 2019

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

Acquisitions and Divestitures

Divestiture of Burlington plant

On December 4, 2017, we sold an idle property in Burlington, New Jersey that had previously been a plant in our former U.S. Pipe segment and recorded a gain of $9.0 million in our Corporate segment. We received $7.4 million in cash, recorded net current assets of $0.8 million and conveyed plant, property and equipment with a net carrying value of $0.4 million, and the buyer assumed related environmental liabilities with a carrying value of $1.2 million.

Acquisition of Krausz

On December 3, 2018, we completed our acquisition of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $13.2 million. The acquisition of Krausz was financed with cash on hand. The purchase agreement provides for customary final adjustments, including a net working capital adjustment, which we expect to occur in 2019. Annual sales for Krausz in calendar 2017 were approximately $43.0 million.

We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for the business combination is based on currently available information and is considered preliminary. We have retained a third party valuation specialist to assist in our estimate of the fair value of acquired intangible assets and we have not yet completed that estimate. In addition, we are still gathering information about property, plant, and equipment based on facts that existed as of the date of the acquisition, as well as deferred income tax liabilities related to long-lived assets. During the quarter, we reduced intangible assets by $5.3 million and deferred tax liabilities by $1.9 million, which resulted in an increase in goodwill of $3.4 million. The final accounting for the business combination may differ materially from that presented in these unaudited condensed consolidated financial statements.

The results of Krausz, including net sales of $23.0 million, are included within our Infrastructure segment in the period from acquisition through the quarter ended June 30, 2019.

The following is a summary of the preliminary estimated fair values of the net assets acquired (in millions):



Assets, net of cash:
Receivables	$	6.9
Inventories	17.0
Other current assets	0.2
Property, plant and equipment	8.4
Identified intangible assets:
Patents	32.1
Customer relationships	8.7
Tradenames	4.6
Favorable leasehold interests	2.3
Goodwill	74.4
Liabilities:
Accounts payable	(5.5		)
Other current liabilities	(2.9		)
Deferred income taxes	(5.5		)
Consideration paid	140.7
Repayment of Krausz debt	(13.2		)
Consideration paid considered as net cash used in investing	$	127.5

The preliminary estimated goodwill above is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the value of its workforce. The goodwill is nondeductible for income tax purposes. The intangible assets of $47.7 million consist of indefinite-lived tradenames and patents, customer relationships and favorable leasehold interests with an estimated weighted average useful life of approximately 12 years.