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CompressorWorks Acquisition
6 Months Ended
Jun. 30, 2012
CompressorWorks Acquisition [Abstract]  
CompressorWorks Acquisition
Note 3. 
CompressorWorks Acquisition

In April 2012, we acquired substantially all of the assets of CompressorWorks, Inc. for $38.6 million, which consisted of a purchase price of $37.4 million and a $1.2 million working capital adjustment.  The acquisition was paid for in cash funded by our revolving credit facility.  CompressorWorks, Inc. has manufacturing and distribution facilities in Dallas, Texas, and distributes a range of temperature control products including new compressors, fan clutches, and other A/C system and engine cooling products.  Revenues from the acquired business were approximately $60 million for the year ended December 31, 2011.
 
The allocation of purchase price to assets acquired and liabilities assumed is based upon their fair values.  The allocation of purchase price may be adjusted subject to finalization of actuarial valuations of intangible assets and final agreement of the working capital adjustment.  The following table presents the preliminary allocation of purchase price to assets acquired and liabilities assumed (in thousands):

Purchase price:
    $38,594 
Assets acquired and liabilities assumed:
       
Receivables
 $9,114     
Inventory
  22,736     
Other current assets
  60     
Property, plant and equipment, net
  1,427     
Intangible assets
  8,870     
Goodwill
  9,703     
Current liabilities
  (13,316)    
Net assets acquired
     $38,594 

Intangible assets acquired of $8.9 million consists of customer relationships of $8 million that will be amortized on a straight-line basis over the estimated useful life of 7 years; trademarks and trade names of $0.5 million that will be amortized on a straight-line basis over the estimated useful life of 3 years; non-compete agreements of $0.2 million that will be amortized on a straight-line basis over the estimated useful life of 3 years; and leaseholds of $0.2 million that will be amortized on a straight-line basis over the estimated useful life of 2.3 years.  Goodwill of $9.7 million was allocated to the Temperature Control Segment and is deductible for income tax purposes.  The goodwill reflects relationships, business specific knowledge and the replacement cost of an assembled workforce associated with personal reputations, as well as the value of expected synergies.
 
Revenues included in our consolidated statements of operations for the CompressorWorks, Inc. acquisition totaled $13.6 million from the date of acquisition through June 30, 2012.

Pro Forma Information

The following table summarizes certain supplemental pro forma financial information which was prepared as if (i) the acquisitions of the Engine Control business of BLD Products, Ltd., acquired in April 2011, and Forecast Trading Corporation, acquired in October 2011, had occurred as of January 1, 2010 and (ii) the acquisition of substantially all of the assets of CompressorWorks, Inc., acquired in April 2012, had occurred as of January 1, 2011.  The pro forma financial information was prepared for comparative purposes only and does not purport to be indicative of what would have occurred had the acquisitions been made at that time or of results which may occur in the future.
 
Supplemental pro forma financial information for the acquisitions is as follows (in thousands):

   
Three Months Ended
June 30, 2012
  
Three Months Ended
June 30, 2011
 
   
Reported
  
Pro Forma
  
Reported
  
Pro Forma
 
              
Revenues
 $268,875  $275,613  $244,005  $274,278 
Net earnings
  13,404   14,362   13,338   14,505 

   
Six Months Ended
June 30, 2012
  
Six Months Ended
June 30, 2011
 
   
Reported
  
Pro Forma
  
Reported
  
Pro Forma
 
              
Revenues
 $480,586  $500,328  $464,235  $515,924 
Net earnings
  18,598   20,394   20,045   21,136