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Acquisitions
12 Months Ended
Aug. 31, 2013
Acquisitions [Abstract]  
Acquisitions

 

C. ACQUISITIONS    

 

The Company pursues accretive, synergistic acquisitions that further differentiate the Company’s market positions and add new growth opportunities.  The Company accounts for business combinations in accordance with ASC 805 – Business Combinations, which requires the recognition of the identifiable assets acquired, liabilities assumed, goodwill, and any noncontrolling interest in the acquiree. In addition, the Company expenses all acquisition-related costs in the period in which the costs are incurred and the services received.  

 

Claude Laval Corporation

On August 16, 2013, the Company acquired 100 percent of the outstanding common shares of Claude Laval Corporation (“CLC”), a California corporation that manufactures and distributes LAKOS® separators and filtration solutions for groundwater, agriculture, industrial and heat transfer markets, worldwide. Total consideration paid was $29.0 million which was financed with cash on hand. The allocation of purchase price for CLC is considered preliminary because the closing balance sheet under the terms of the purchase agreement and the valuation of the identifiable assets acquired and liabilities assumed will not be finalized until the end of the first quarter of fiscal 2014. However, the Company does not anticipate any material changes from the amounts presented in the table below showing identifiable assets acquired and liabilities assumed.

 

The following table summarizes the consideration paid for CLC and the preliminary amounts of estimated fair value of the assets acquired and liabilities assumed at the acquisition date. 

 

 

 

 

 

 

$ in thousands

 

Amount

Identifiable assets acquired and liabilities assumed:

 

 

 

    Current assets

 

$

8,686 

    Property and equipment

 

 

7,604 

    Intangible assets

 

 

13,700 

    Other long-term assets

 

 

481 

    Current liabilities

 

 

(1,784)

    Long-term debt

 

 

(1,400)

    Other long-term liabilities

 

 

(5,537)

         Total identifiable net assets acquired

 

 

21,750 

Goodwill

 

 

7,257 

         Total

 

$

29,007 

 

 

 

 

 

 

The acquired intangible assets include amortizable intangible assets of $7.2 million and indefinite-lived intangible assets of $6.5 million related to tradenames. The amortizable intangible assets have a weighted-average useful life of approximately 8 years. The following table summarizes the identifiable intangible assets at estimated fair value.

 

 

 

 

 

 

 

$ in thousands

 

Weighted Average Useful Life in Years

 

Fair Value of

Identifiable Asset

Intangible assets:

 

 

 

 

 

    Tradenames

 

N/A

 

$

6,500 

    Patents

 

10.0

 

 

4,600 

    Customer relationships

 

5.0

 

 

1,700 

    Non-compete agreements

 

5.0

 

 

500 

    Other

 

1.3

 

 

400 

         Total intangible assets

 

 

 

$

13,700 

 

 

 

 

 

 

Goodwill related to the acquisition of CLC primarily relates to intangible assets that do not qualify for separate recognition, including the experience and knowledge of CLC management, its assembled workforce, and its intellectual capital and specialization within the filtration solutions industry.  Goodwill recorded in connection with this acquisition is non-deductible for income tax purposes.  Pro forma information related to this acquisition was not included because the impact on the Company’s consolidated financial statements was not considered to be material.