Acquisitions and Dispositions (Tables)

12 Months Ended

Dec. 29, 2018

Business Acquisition, Pro Forma Information

The following table presents condensed pro forma consolidated results of operations as if the ATCO acquisition has occurred at the beginning of 2017. The pro forma information does not purport to be indicative of the results that would have been obtained if the operations had actually been combined during the periods presented, and is not necessarily indicative of operating results to be expected in future periods. The most significant pro forma adjustments to the historical results of operations relate to the application of purchase accounting and the financing structure.



	For the Year Ended
(In thousands, except per share data)	2018		2017

Net sales	$	2,595,454	$	2,431,972
Net income	111,482		90,270

Basic earnings per share	$	1.96	$	1.59
Diluted earnings per share	1.95		1.57

Schedule of final valuation of the long-lived assets

The following table summarizes the allocation of the purchase price to acquire these businesses, which were financed by available cash balances, as well as the assets acquired and liabilities assumed at the respective acquisition dates. The purchase price allocation for ATCO is provisional as of December 29, 2018 and subject to change upon completion of the final valuation of the long-lived assets, contingent consideration, and final working capital adjustment during the measurement period. During 2018, the valuation of the Heatlink Group acquisition was finalized. Changes to the purchase price allocation from the amounts presented in the Company’s 2017 Annual Report on Form 10-K included the valuation of the contingent consideration of $0.9 million and the recognition of a deferred tax liability of $1.9 million that resulted from a basis difference in the long-lived assets acquired. These changes resulted in an increase to goodwill.



(in thousands)	ATCO			Die-Mold		Heatlink Group		Jungwoo-Mueller

Total consideration	$	156,704		$	13,629	$	17,164	$	20,533

Allocated to:
Accounts receivable	21,829			1,684		2,809		5,551
Inventories	31,666			1,833		4,648		17,616
Other current assets	1,051			267		508		1,437
Property, plant, and equipment	83,080			3,278		2,024		24,191
Goodwill	17,770		⁽¹⁾	2,241		6,879		223
Intangible assets	21,430			5,209		6,413		756
Other assets	224			—		—		277
Total assets acquired	177,050			14,512		23,281		50,051

Accounts payable	8,093			710		3,633		7,252
Other current liabilities	10,187			173		593		577
Long-term debt	2,066			—		—		8,659
Pension and other postretirement liabilities	—			—		—		799
Other noncurrent liabilities	—			—		1,891		582
Total liabilities assumed	20,346			883		6,117		17,869

Noncontrolling interest	—			—		—		11,649

Net assets acquired	$	156,704		$	13,629	$	17,164	$	20,533

⁽¹⁾ Tax-deductible goodwill

Intangible assets identified in the allocation of the purchase price

The following details the total intangible assets identified in the allocation of the purchase price at the respective acquisition dates:



(in thousands)	Estimated Useful Life	ATCO		Die-Mold		Heatlink Group		Jungwoo-Mueller

Intangible asset type:
Customer relationships	20 years	$	6,200	$	3,077	$	4,265	$	—
Non-compete agreements	3-5 years	—		70		74		—
Patents and technology	10-15 years	8,950		1,512		1,466		756
Trade names, licenses, and other	5-10 years	3,960		550		608		—
Supply contracts	5 years	2,320		—		—		—

Total intangible assets		$	21,430	$	5,209	$	6,413	$	756