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Acquisitions | 12 Months Ended
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Dec. 26, 2020
Business Combinations [Abstract] |
Acquisitions | Acquisitions 2020 Acquisitions Kessler On August 3, 2020, the Company entered into an asset purchase agreement with Wieland-Kessler LLC, whereby the Company purchased the Kessler distribution business, which included inventory, manufacturing equipment, and related assets. The total purchase price was $57.2 million in cash paid at closing. The Company treated this as a business combination. The acquired business, Kessler Sales and Distribution, LLC (Kessler), is a distributor of residential and commercial plumbing products. It is reported within and complements the Company’s existing businesses in the Piping Systems segment. For the year ended December 26, 2020, the Company’s total net sales included $55.0 million of revenue recognized by Kessler from the date of acquisition. Shoals On January 17, 2020, the Company entered into a stock purchase agreement pursuant to which the Company acquired all of the outstanding stock of Shoals Tubular, Inc. (Shoals) for approximately $15.4 million in cash at closing, net of working capital adjustments. Shoals is a manufacturer of brazed manifolds, headers, and distributor assemblies used primarily by manufacturers of residential heating and air conditioning units. The acquired business is reported within and complements the Company’s existing businesses in the Climate segment. 2018 Acquisitions ATCO On July 2, 2018, the Company entered into a stock purchase agreement pursuant to which the Company acquired all of the outstanding capital stock of ATCO Rubber Products, Inc. (ATCO) for approximately $158.1 million, net of working capital adjustments. The total purchase price consisted of $151.8 million in cash at closing and a contingent consideration arrangement which requires the Company to pay the former owner up to $12.0 million based on EBITDA growth of the acquired business. ATCO is an industry leader in the manufacturing and distribution of insulated HVAC flexible duct systems and will support the Company’s strategy to grow its Climate Products businesses to become a more valuable resource to its HVAC customers. The acquired business is reported in the Company’s Climate segment. For the years ended December 26, 2020 and December 28, 2019, ATCO had net sales of approximately $196.5 million and $190.1 million, respectively. For the year ended December 29, 2018, the Company’s total net sales included $90.0 million of revenue recognized by ATCO from the date of acquisition. The following table presents condensed pro forma consolidated results of operations as if the ATCO acquisition has occurred at the beginning of 2018. 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
Net sales |  | $ | 2,595,454 |
Net income |  | 111,482 |
Basic earnings per share |  | $ | 1.96 |
Diluted earnings per share |  | 1.95 |
Die-Mold On March 31, 2018, the Company entered into a share purchase agreement pursuant to which the Company acquired all of the outstanding shares of Die-Mold Tool Limited (Die-Mold) for approximately $13.6 million, net of working capital adjustments. The total purchase price consisted of $12.4 million in cash at closing and a contingent consideration arrangement which requires the Company to pay the former owner up to $2.3 million based on EBITDA growth of the acquired business. Die-Mold, based out of Ontario, Canada, is a manufacturer of plastic PEX and other plumbing-related fittings and an integrated designer and manufacturer of plastic injection tooling. The business complements the Company’s existing businesses within the Piping Systems segment. Purchase Price Allocations These acquisitions were accounted for using the acquisition method of accounting whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. 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 allocations for Kessler and Shoals are provisional as of December 26, 2020 and subject to change upon the completion of the final valuation of long-lived assets during the measurement period.
(In thousands) |  | Kessler |  | Shoals |  | ATCO |  | Die-Mold
Total consideration |  | $ | 57,233 |  |  | $ | 15,415 |  |  | $ | 158,100 |  |  | $ | 13,629 |
Allocated to: |  |  |  |  |  |  |  |
Accounts receivable |  | — |  |  | 660 |  |  | 21,829 |  |  | 1,684 |
Inventories |  | 25,106 |  |  | 1,809 |  |  | 31,666 |  |  | 1,833 |
Other current assets |  | — |  |  | 26 |  |  | 1,051 |  |  | 267 |
Property, plant, and equipment |  | 3,561 |  |  | 3,700 |  |  | 83,080 |  |  | 3,278 |
Operating lease right-of-use assets |  | 10,526 |  |  | — |  |  | — |  |  | — |
Goodwill |  | 11,710 |  | (1) | 1,964 |  | (1) | 17,236 |  | (1) | 4,239 |
Intangible assets |  | 15,140 |  |  | 7,480 |  |  | 23,360 |  |  | 5,209 |
Other assets |  | — |  |  | — |  |  | 224 |  |  | — |
Total assets acquired |  | 66,043 |  |  | 15,639 |  |  | 178,446 |  |  | 16,510 |
Accounts payable |  | — |  |  | 217 |  |  | 8,093 |  |  | 710 |
Current portion of operating lease liabilities |  | 1,692 |  |  | — |  |  | — |  |  | — |
Other current liabilities |  | — |  |  | 7 |  |  | 10,187 |  |  | 173 |
Long-term debt |  | — |  |  | — |  |  | 2,066 |  |  | — |
Noncurrent operating lease liabilities |  | 7,118 |  |  | — |  |  | — |  |  | — |
Other noncurrent liabilities |  | — |  |  | — |  |  | — |  |  | 1,998 |
Total liabilities assumed |  | 8,810 |  |  | 224 |  |  | 20,346 |  |  | 2,881 |
Net assets acquired |  | 57,233 |  |  | 15,415 |  |  | $ | 158,100 |  |  | $ | 13,629 |
(1) Tax-deductible goodwill 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 |  | Kessler |  | Shoals |  | ATCO |  | Die-Mold
Intangible asset type: |  |  |  |  |  |  |  |  |  |
Customer relationships |  | 20 years |  | $ | 11,180 |  |  | $ | 4,290 |  |  | $ | 6,550 |  |  | $ | 3,077 |
Non-compete agreements |  | 3-5 years |  | — |  |  | 150 |  |  | — |  |  | 70 |
Patents and technology |  | 10-15 years |  | — |  |  | 2,620 |  |  | 10,570 |  |  | 1,512 |
Trade names, licenses, and other |  | 5-10 years |  | 3,960 |  |  | 420 |  |  | 4,770 |  |  | 550 |
Supply contracts |  | 5 years |  | — |  |  | — |  |  | 1,470 |  |  | — |
Total intangible assets |  |  |  | $ | 15,140 |  |  | $ | 7,480 |  |  | $ | 23,360 |  |  | $ | 5,209 |

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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