Quarterly report pursuant to Section 13 or 15(d)

Business Acquisitions

v3.19.2
Business Acquisitions
6 Months Ended
Jun. 29, 2019
Business Combinations [Abstract]  
BUSINESS ACQUISITIONS

3.  BUSINESS ACQUISITIONS

Acquisition of Faster

On April 5, 2018, the Company completed the acquisition of Faster S.p.A, a worldwide leader in engineering, manufacturing, marketing and distribution of quick release hydraulic coupling solutions headquartered near Milan, Italy.  Pursuant to the Share Purchase Agreement, the Company acquired all of the outstanding equity interests of Polyusus Lux IV S.a.r.l., a Luxembourg limited liability company and the owner of 100% of the share capital of Faster S.p.A. The acquisition was completed for cash consideration totaling $532,408 and was financed with cash on hand from the Company’s registered public stock offering and borrowings of $358,000 on its credit facility. Subsequent to the acquisition, the legal structure of Faster was changed to Faster S.r.l.

Faster adds adjacent hydraulics products to the Company’s portfolio of products and broadens end market reach, increasing the Company’s presence in the agriculture market. The results of Faster’s operations are reported in the Company’s Hydraulics segment and have been included in the consolidated financial statements since the acquisition date.

The Share Purchase Agreement allows for future payments to the sellers for certain tax benefits realized within two years of the acquisition date. The estimated fair value of the contingent liability was determined to be $938 as of the acquisition date. See Note 4 for a summary of the change in estimated fair value of the contingent liability.

The fair value of total purchase consideration consisted of the following:

 

Cash

 

$

532,408

 

Acquisition date fair value of contingent consideration

 

 

938

 

Total purchase consideration

 

 

533,346

 

Less: cash acquired

 

 

(5,265

)

Total purchase consideration, net of cash acquired

 

$

528,081

 

The purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The allocation of the total purchase price, net of cash acquired, is as follows:

 

Accounts receivable

 

$

24,638

 

Inventories

 

 

34,835

 

Other current assets

 

 

6,661

 

Property, plant and equipment

 

 

20,242

 

Goodwill

 

 

288,449

 

Intangible assets

 

 

248,823

 

Other assets

 

 

7,040

 

Total assets acquired

 

 

630,688

 

Accounts payable

 

 

(18,668

)

Accrued expenses

 

 

(12,223

)

Incomes taxes payable

 

 

(4,862

)

Other current liabilities

 

 

(1,289

)

Other noncurrent liabilities

 

 

(65,565

)

Total liabilities assumed

 

 

(102,607

)

Fair value of net assets acquired

 

$

528,081

 

Goodwill is primarily attributable to Faster’s assembled workforce and anticipated synergies and economies of scale expected from the operations of the combined company. The synergies include certain cost savings, operating efficiencies, and other strategic benefits projected to be achieved as a result of the acquisition. Of the total goodwill acquired, approximately $4,337 is expected to be deductible for tax purposes.

Transaction costs of $4,271 incurred in connection with the acquisition are included in Selling, engineering and administrative expenses in the Consolidated Statement of Operations for the six months ended June 30, 2018.

Intangible Assets

The fair value of identified intangible assets and their respective useful lives are as follows:

 

 

Fair Value

 

 

Weighted-

Average

Amortization

Periods (Yrs)

 

Trade name

 

$

25,740

 

 

 

18

 

Technology

 

 

13,483

 

 

 

13

 

Customer relationships

 

 

202,245

 

 

 

26

 

Sales order backlog

 

 

7,355

 

 

 

0.4

 

Identified intangible assets

 

$

248,823

 

 

 

24

 

Unaudited Pro Forma Information

The following unaudited pro forma financial information presents combined results of operations for each of the periods presented, as if Faster had been acquired as of the beginning of 2017.  The pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment and interest expense from borrowings to fund the acquisition.  Non-recurring pro forma adjustments directly attributable to the acquisition included in the pro forma information presented below include the purchase accounting effect of inventory step up to fair value of $3,125, transaction costs totaling $4,271, amortization of sales order backlog intangible asset totaling $3,633, accelerated amortization of Faster pre-acquisition loan costs of $2,328 and loss on forward contract entered into in connection with the acquisition totaling $2,535.  

The pro forma information does not reflect any operating efficiencies or potential cost savings that may result from the acquisition. Accordingly, the pro forma information is for illustrative purposes only and is not intended to present or be indicative of the actual results of operations of the combined company that may have been achieved had the acquisition actually occurred at the beginning of 2017, nor is it intended to represent or be indicative of future results of operations of the combined business. Consequently, actual results will differ from the unaudited pro forma information presented below.

 

 

Three months ended

 

 

Six months ended

 

 

 

June 30, 2018

 

 

June 30, 2018

 

Net sales

 

$

136,168

 

 

$

274,426

 

Operating income

 

 

26,972

 

 

 

52,954

 

Net income

 

 

15,600

 

 

 

30,474

 

Basic and diluted net income per common share

 

 

0.49

 

 

 

0.97

 

 

Acquisition of Custom Fluidpower

On August 1, 2018, the Company acquired all of the outstanding equity interests of Custom Fluidpower Pty Ltd, an Australian proprietary limited liability company. The acquisition was completed pursuant to a Share Sale Agreement among the Company and the shareholders of Custom Fluidpower. The fair value of consideration paid at closing totaled $26,655, including 333,065 shares of the Company’s common stock and cash of $9,315; cash paid net of cash acquired totaled $7,518. The cash consideration was funded with borrowings on the Company’s credit facility.

Custom Fluidpower was acquired to further diversify the Company’s hydraulics product and service portfolio and broaden the Company’s global footprint. The results of Custom Fluidpower’s operations are reported in the Company’s Hydraulics segment and have been included in the consolidated financial statements since the date of acquisition. Supplemental pro forma information has not been provided as the acquisition did not have a material impact on the Company’s consolidated results of operations.

The Company recorded $6,316 in goodwill and $7,556 in other identifiable intangible assets in connection with the acquisition; however, the purchase price allocation is preliminary, pending final tax related adjustments, and may be revised during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes to the fair values of the tangible and intangible assets acquired and liabilities assumed may be material.