Acquisitions (Tables)

12 Months Ended

Dec. 31, 2018

Summary of allocation of the purchase price to the estimated fair value of the assets acquired and liabilities

The following table summarizes the allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed as of December 31, 2017.



	December 31, 2017
Assets Acquired
Cash and cash equivalents	$	4.9
Accounts receivable	4.7
Inventories (a)	12.7
Deferred income taxes	0.4
Prepaid and other current assets	0.2
Property, plant and equipment (a)	31.2
Non-amortizable intangible assets	1.2
Amortizable intangible assets	4.7
Acquired goodwill (a)	10.0
Other assets	0.1
Total assets acquired	70.1
Liabilities Assumed
Accounts payable	4.1
Accrued expenses	5.4
Contingent liability (b)	2.3
Deferred income taxes (a)	3.5
Noncurrent employee benefits	4.9
Long-term debt	1.8
Other noncurrent obligations	0.1
Total liabilities assumed	22.1
Net assets acquired	$	48.0

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(a) The Company had up to 12 months from the closing of the acquisition to finalize its valuations. Management evaluated additional information and determined that the preliminary valuation of inventory at the acquisition date should have been determined using fair value assumptions that would have resulted in the fair value of inventory being lower than originally estimated primarily due to changes in the assumptions related to inventory margins of the acquired business. In addition, management evaluated additional information related to fixed assets and updated the preliminary valuation of fixed assets at the acquisition date. Accordingly, during the nine months ended September 30, 2018, adjustments were made to reduce the carrying value of inventories and fixed assets by $1.5 million, with a corresponding increase to the value of goodwill of $1.1 million, net of tax.

(b) In conjunction with the acquisition, the Company assumed a contingent liability of $2.3 million related to the acquisition of direct customer relationships by Coldenhove, which amount is contingent on the growth of sales from these customer relationships in 2018 and 2019. As of December 31, 2018, the estimated liability amount was decreased to $0.8 million. In addition, during the year ended December 31, 2018, the Company recognized a receivable of $2.4 million from the former shareholders of Coldenhove related to a claim under an escrow arrangement which reduced the purchase price. These two items totaling $3.9 million were recognized as income during the year ended December 31, 2018, as they relate to the operating results subsequent to the acquisition.

Summary of pro forma consolidated statements of operations

The following selected unaudited pro forma consolidated statements of operations data for the year ended December 31, 2017 and 2016 was prepared as though the Coldenhove acquisition had occurred on January 1, 2016. The information does not reflect future events that may occur after the acquisition or any operating efficiencies or inefficiencies that may result from the Coldenhove acquisition. Therefore, the information is not necessarily indicative of results that would have been achieved had the businesses been combined during the periods presented or the results that the Company will experience going forward.



	Year Ended December 31,
	2017		2016
Net sales	$	1,019.8	$	986.9
Operating income	108.9		116.7
Income from continuing operations	83.0		74.8
Income (loss) from discontinued operations	—		(0.4		)
Net income	$	83.0	$	74.4
Earnings (Loss) Per Common Share
Basic
Continuing operations	$	4.90	$	4.42
Discontinued operations	—		(0.02		)
	$	4.90	$	4.40
Diluted
Continuing operations	$	4.84	$	4.34
Discontinued operations	—		(0.02		)
	$	4.84	$	4.32