XML 25 R24.htm IDEA: XBRL DOCUMENT
v3.19.3.a.u2

Business Combinations | 12 Months Ended
--- | ---
Dec. 31, 2019
Business Combinations [Abstract] |
Business Combinations | Note O - Business Combinations The Company accounts for business combinations using the acquisition method of accounting and, accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the date of acquisition. On February 28, 2019, the Company acquired 100% of SubCon. Subcon is headquartered in Dornbirn, Austria with manufacturing operations in Brno, Czech Republic. The acquisition of SubCon will strengthen the Company’s position in the global substation market and will expand its operational presence in Europe. The total purchase price was $10.1 million in cash, net of $1.9 million in cash acquired. The purchase price was predominantly allocated to Goodwill of $6.6 million and Intangible assets of $4.7 million with useful lives ranging from 10 to 11 years. SubCon’s overall purchase price includes an estimated contingent liability of $.6 million for an earn-out consideration with a potential maximum payment of 4.0 million Euros that will be considered for remeasurement during each reporting period as the operating results of SubCon are evaluated during each reporting period based upon operating results over a four year period. The earn-out of $.6 million is recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. On April 1, 2019, the Company acquired 90% of MICOS Telcom s.r.o. (“MICOS Telcom”) headquartered in Prostějov, Czech Republic with the remaining 10% to be acquired over the next three years. The acquisition of MICOS Telcom will strengthen the Company’s position in the global telecom market and will also expand its operational presence in Europe. The total purchase price was $8.8 million in cash, net of $.5 million in cash acquired and a hold-back liability of $1.5 million U.S. dollars payable in two years from the date of purchase and $.9 million of deferred consideration for the remaining 10%. The hold-back liability and deferred consideration are recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. The purchase price was predominantly allocated to Goodwill of $5.6 million and Intangible assets of $3.4 million. The Intangible assets included in the acquisition of MICOS have useful lives of 12 years. The operating results and financial position of both SubCon and MICOS Telcom are included in the Company’s EMEA reportable segment as of their respective dates of acquisition. Pro-forma results of the Company’s consolidated operations for the years ended December 31, 2019 and 2018 would not have been materially different from reported results and are therefore not presented. There was no material impact on the Company’s Consolidated Statements of Income as a result of the finalization of purchase price accounting. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition dates:
Assets acquired |  |  |  |
Current assets, net of cash |  | $ | 5,976 |
Property, plant and equipment |  |  | 1,189 |
Goodwill |  |  | 12,132 |
Finite-lived intangible assets |  |  | 8,092 |
Other long-term assets |  |  | 1,883 |
Total assets acquired |  | $ | 29,272 |
Liabilities assumed |  |  | (10,378 | )
Net assets acquired |  | $ | 18,894 |

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration