AQUISITIONS AND DISCONTINUED OPERATIONS

9 Months Ended

Sep. 28, 2019

Discontinued Operations and Disposal Groups [Abstract]

AQUISITIONS AND DISCONTINUED OPERATIONS

ACQUISITIONS AND DISCONTINUED OPERATIONS

Acquisition of SGS

As indicated in Note 1, on July 3, 2019, we completed the acquisition of SGS for cash proceeds of $10.0 and a deferred payment not to exceed $1.5, with the ultimate amount of such deferred payment, if any, dependent upon achievement of certain financial metrics by SGS during the year ending December 31, 2019. For the period July 3, 2019 to September 28, 2019, SGS recognized revenues and net income of $3.4 and $0.3, respectively. The pro forma effects of the SGS acquisition are not material to our consolidated results of operations.

Acquisition of Sabik

As indicated in Note 1, on February 1, 2019, we completed the acquisition of Sabik for $77.2, net of cash acquired of $0.6. We financed the acquisition with available cash and borrowings under our senior credit and trade receivables financing arrangements. For the period February 1, 2019 to September 28, 2019, Sabik recognized revenues and a net income of $22.1 and $1.7, respectively, with the net income impacted by charges of $1.7 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold during the period. During the nine months ended September 28, 2019, we incurred acquisition related costs for Sabik of $0.3, which have been recorded to “Selling, general and administrative” within the accompanying condensed consolidated statement of operations. The pro forma effects of the Sabik acquisition are not material to our consolidated results of operations.

Acquisition of Cues

As indicated in Note 1, on June 7, 2018, we completed the acquisition of Cues for $164.4, net of cash acquired of $20.6. We financed the acquisition with available cash and borrowings under our senior credit and trade receivables financing arrangements. The following is a summary of the recorded fair values of the assets acquired and liabilities assumed for Cues as of June 7, 2018:

Assets acquired:
Current assets, including cash and equivalents of $20.6	$	70.4
Property, plant and equipment	7.4
Goodwill	47.8
Intangible assets	79.5
Other assets	2.3
Total assets acquired	207.4
Current liabilities assumed	7.8
Non-current liabilities assumed	14.6
Net assets acquired	$	185.0

The identifiable intangible assets acquired consist of a trademark, customer backlog, customer relationships, and technology of $27.6, $0.8, $42.6, and $8.5, respectively, with such amounts based on an assessment of the related fair values. We are amortizing the customer backlog, customer relationships, and technology assets over 0.5, 12.0, and 11.0 years, respectively.

We acquired gross receivables of $13.6, which had a fair value at the acquisition date of $13.2 based on our estimates of cash flows expected to be recovered.

The qualitative factors that comprise the recorded goodwill include expected synergies from combining our existing inspection equipment operations with those of Cues, expected market growth for Cues’ existing operations, and various other factors. We expect none of this goodwill or the intangible assets described above to be deductible for tax purposes.

The following unaudited pro forma information presents our results of operations for the three and nine months September 29, 2018 as if the acquisition of Cues had taken place on January 1, 2018. The unaudited pro forma financial information is not intended to represent, or be indicative of, our consolidated results of operations that would have been reported had the acquisition been completed as of the date presented, and should not be taken as representative of our future consolidated results of operations. The pro forma results include estimates and assumptions that management believes are reasonable; however, these results do not include any anticipated cost savings or expenses of the planned integration of Cues. These pro forma results of operations have been prepared for comparative purposes only and include additional interest expense on the borrowings required to finance the acquisition, additional depreciation and amortization expense associated with fair value adjustments to the acquired property, plant and equipment and intangible assets, the removal of charges associated with excess fair value (over historical cost) of inventory acquired and subsequently sold, the removal of professional fees incurred in connection with the transaction, and the related income tax effects.

	Three months ended		Nine months ended
	September 29, 2018		September 29, 2018
Revenues	$	362.5	$	1,127.7
Income from continuing operations	9.4		45.4
Net income	9.2		48.5
Income from continuing operations per share of common stock:
Basic	$	0.22	$	1.06
Diluted	$	0.21	$	1.02
Net income per share of common stock:
Basic	$	0.21	$	1.13
Diluted	$	0.20	$	1.09

Acquisition of Schonstedt

As indicated in Note 1, on March 1, 2018, we completed the acquisition of Schonstedt for $16.4, net of cash acquired of $0.3. The pro forma effects of the Schonstedt acquisition are not material to our consolidated results of operations.

Discontinued Operations

As indicated in Note 1, during the second quarter of 2018, we reached a settlement with the Buyer of Balcke Dürr on the working capital and cash at the closing date, as well as on various other matters. The settlement resulted in a gain, net of tax, of $3.8, which was recorded to “Gain (loss) on disposition of discontinued operations, net of tax” during the second quarter of 2018.

In addition to the adjustment to the net loss related to the Balcke Dürr sale, we recognized net income (loss) of $0.3 and $(1.3), respectively, during the three and nine months ended September 28, 2019 and a net loss of $0.2 and $0.7, respectively, during the three and nine months ended September 29, 2018, resulting primarily from revisions to liabilities retained from businesses discontinued prior to 2016.

Summarized below are the components of discontinued operations for the three and nine months ended September 28, 2019 and September 29, 2018:

	Three months ended						Nine months ended
	September 28, 2019			September 29, 2018			September 28, 2019			September 29, 2018
Balcke Dürr
Gain from discontinued operations	$	—		$	—		$	—		$	6.3
Income tax provision	—			—			—			(2.5		)
Gain from discontinued operations, net	—			—			—			3.8
All other
Gain (loss) from discontinued operations	0.4			(0.3		)	0.2			(1.0		)
Income tax (provision) benefit	(0.1		)	0.1			(1.5		)	0.3
Gain (loss) from discontinued operations, net	0.3			(0.2		)	(1.3		)	(0.7		)
Total
Gain (loss) from discontinued operations	0.4			(0.3		)	0.2			5.3
Income tax (provision) benefit	(0.1		)	0.1			(1.5		)	(2.2		)
Gain (loss) from discontinued operations, net	$	0.3		$	(0.2	)	$	(1.3	)	$	3.1