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Acquisitions
3 Months Ended
Apr. 02, 2016
Business Combinations [Abstract]  
Acquisitions
ACQUISITIONS
The results of operations for acquired businesses are included in the Condensed Consolidated Financial Statements from the dates of acquisition. There were no acquisition related expenses for the three months ended April 2, 2016. Acquisition related expenses were $9.2 million for the three months ended April 4, 2015. Acquisition related expenses are recorded in operating expenses as incurred.
2016 Acquisitions
Elco Purchase
On January 18, 2016, the Company purchased the remaining shares owned by the joint venture partner in its Elco Group B.V. (“Elco”) joint venture increasing the Company’s ownership from 55.0% to 100.0%. for $19.6 million. The Company consolidated the results of Elco into the Company's consolidated financial statements in the Climate Solutions segment.
2015 Acquisitions
PTS
On January 30, 2015, the Company acquired PTS for $1,408.9 million in cash through a combination of stock and asset purchases. PTS is a global leader in highly engineered power transmission products and solutions. The business manufactures, sells and services bearings, couplings, gearing, drive components and conveyor systems. PTS is included in the Power Transmission Solutions segment. The Company acquired PTS because management believes it diversifies the Company's end market exposure, provides complementary products, expands and balances the Company's product portfolio, and enhances its margin profile.
The acquisition of PTS was accounted for as a purchase in accordance with FASB Accounting Standards Codification ("ASC") Topic 805, Business Combinations. Assets acquired and liabilities assumed were recorded at their fair values as of the acquisition date. The fair values of identifiable intangible assets, which were primarily customer relationships, trade names, and technology, were based on valuations using the income approach. The excess of the purchase price over the estimated fair values of tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The goodwill is attributable to expected synergies and expected growth opportunities. Approximately 65% of goodwill will be deductible for United States income tax purposes.
The purchase price allocation for PTS was as follows (in millions):
 
As of January 30, 2015
Current assets
$
22.5

Trade receivables
67.2

Inventories
108.8

Property, plant and equipment
184.4

Intangible assets
648.2

Goodwill
564.3

Total assets acquired
1,595.4

Accounts payable
57.2

Current liabilities assumed
32.3

Long-term liabilities assumed
97.0

Net assets acquired
$
1,408.9


The valuation of the net assets acquired of $1,408.9 million was classified as Level 3 in the valuation hierarchy (Note 14 of the Notes to the Condensed Consolidated Financial Statements for the definition of Level 3 inputs). The Company valued property, plant and equipment using both a market approach and a cost approach depending on the asset. Intangible assets were valued using the present value of projected future cash flows and significant assumptions included royalty rates, discount rates, customer attrition and obsolescence factors.
The components of Intangible Assets included as part of the PTS acquisition was as follows (in millions):
 
 
Weighted Average Amortization Period (Years)
 
Gross Value
Amortizable intangible assets
 
 
 
 
  Customer Relationships
 
17.0
 
$
462.8

  Technology
 
14.5
 
63.5

Intangible assets subject to amortization
 
16.7
 
526.3

Non-amortizable intangible assets
 
 
 
 
  Trade Names
 
-
 
121.9

Intangible assets
 
 
 
$
648.2


Net sales from PTS were $132.6 million and $106.8 million for the three months ended April 2, 2016 and April 4, 2015, respectively. Operating income (loss) from PTS was $12.3 million and ($11.9) million for the three months ended April 2, 2016 and April 4, 2015, respectively. Purchase accounting inventory adjustments and transaction costs of $22.7 million were included in the PTS operating income for the three months ended April 4, 2015.
Pro Forma Consolidated Results for PTS Acquisition
The following supplemental pro forma financial information presents the financial results for the three months ended April 4, 2015, as if the acquisition of PTS had occurred at the beginning of fiscal year 2015. The pro forma financial information includes, where applicable, adjustments for: (i) the estimated amortization of acquired intangible assets, (ii) estimated additional interest expense on acquisition related borrowings, and (iii) the income tax effect on the pro forma adjustments using an estimated effective tax rate. The pro forma financial information excludes, where applicable, adjustments for: (i) the estimated impact of inventory purchase accounting adjustments and (ii) the estimated closing costs on the acquisition and (iii) any estimated cost synergies or other effects of the integration of the acquisition. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been achieved had the acquisition been completed as of the date indicated or the results that may be obtained in the future (in millions, except per share amounts):

 
Three Months Ended
 
 
April 4,
2015
 
Pro forma net sales
 
$
960.3

 
Pro forma net income attributable to the Company
 
38.1

 
 
 
 
 
Basic earnings per share as reported
 
$
0.81

 
Pro forma basic earnings per share
 
0.85

 
 
 
 
 
Diluted earnings per share as reported
 
$
0.81

 
Pro forma diluted earnings per share
 
0.85