XML 18 R8.htm IDEA: XBRL DOCUMENT
v3.10.0.1

AQUISITIONS AND DISCONTINUED OPERATIONS | 6 Months Ended
--- | ---
Jun. 30, 2018
Discontinued Operations and Disposal Groups [Abstract] |
AQUISITIONS AND DISCONTINUED OPERATIONS | ACQUISITIONS AND DISCONTINUED OPERATIONS Acquisition of Cues As indicated in Note 1, on June 7, 2018, we completed the acquisition of Cues for $166.2, 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 assets acquired and liabilities assumed have been recorded at preliminary estimates of fair value as determined by management, based on information currently available and on current assumptions as to future operations and are subject to change upon completion of the acquisition method of accounting. The final determination of the fair values of certain assets and liabilities will be completed within the measurement period of up to one year from the acquisition date, as permitted under GAAP. The following is a summary of the recorded preliminary 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 |  | $ | 72.8 |
Property, plant and equipment |  | 7.4 |
Goodwill |  | 46.6 |
Intangible assets |  | 79.5 |
Other assets |  | 2.7 |
Total assets acquired |  | 209.0 |
Current liabilities assumed |  | 8.4 |
Non-current liabilities assumed |  | 13.8 |
Net assets acquired |  | $ | 186.8 |
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 a preliminary assessment of the related fair values. We expect to amortize the customer backlog, customer relationships, and technology assets over 0.3, 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. Between the acquisition date and June 30, 2018, we recognized revenues and a net loss for Cues of $6.9 and $0.8, respectively, with the net loss driven by charges of $1.6 associated with the excess fair value (over historical cost) of inventory acquired which was subsequently sold during the period June 7, 2018 through June 30, 2018. During the six months ended June 30, 2018, we incurred acquisition related costs for Cues of $1.7, which have been recorded to “Selling, general and administrative” within our condensed consolidated statement of operations. The following unaudited pro forma information presents our results of operations for the three and six months ended June 30, 2018 and July 1, 2017, respectively, as if the acquisition of Cues had taken place on January 1, 2017. 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 the 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 |  | Six months ended
| June 30, 2018 |  | July 1, 2017 |  | June 30, 2018 |  | July 1, 2017
Revenues | $ | 395.9 |  |  | $ | 370.9 |  |  | $ | 765.2 |  |  | $ | 732.3 |
Income (loss) from continuing operations | 23.6 |  |  | (7.4 | ) |  | 36.3 |  |  | 4.3 |
Net income (loss) | 26.9 |  |  | (8.1 | ) |  | 39.6 |  |  | 10.7 |
Income (loss) from continuing operations per share of common stock: |  |  |  |  |  |  |
Basic | $ | 0.55 |  |  | $ | (0.17 | ) |  | $ | 0.85 |  |  | $ | 0.10 |
Diluted | $ | 0.53 |  |  | $ | (0.17 | ) |  | $ | 0.81 |  |  | $ | 0.10 |
Net income (loss) per share of common stock: |  |  |  |  |  |  |
Basic | $ | 0.63 |  |  | $ | (0.19 | ) |  | $ | 0.92 |  |  | $ | 0.25 |
Diluted | $ | 0.60 |  |  | $ | (0.19 | ) |  | $ | 0.89 |  |  | $ | 0.25 |
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 were not material to our consolidated results of operations. Discontinued Operations During the first quarter of 2017, we reduced the net loss associated with the sale of Balcke Dürr by $7.2. The reduction in the net loss was comprised of an additional income tax benefit recorded for the sale of $8.4, partially offset by the impact of adjustments to liabilities retained in connection with the sale, net of tax, of $1.2. During the second quarter of 2017, we increased the net loss associated with the sale of Balcke Dürr by $0.4, with the increase resulting from adjustments to liabilities retained in connection with the sale. As indicated in Note 1, during the second quarter of 2018, we reached a settlement with the Buyer 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 adjustments to the net loss related to the Balcke Dürr sale, we recognized a net loss of $0.5 during the three and six months ended June 30, 2018 and net losses of $0.3 and $0.4 during the three and six months ended July 1, 2017, respectively, resulting primarily from revisions to liabilities retained from businesses discontinued prior to 2016. For the three and six months ended June 30, 2018, the table below presents a reconciliation of discontinued operations activity to the related amounts in the condensed consolidated statements of operations:
| Three months ended |  | Six months ended
| June 30, 2018 |  | July 1, 2017 |  | June 30, 2018 |  | July 1, 2017
Balcke Dürr |  |  |  |  |  |  |
Income (loss) from discontinued operations | $ | 6.3 |  |  | $ | (0.5 | ) |  | $ | 6.3 |  |  | $ | (2.6 | )
Income tax (provision) benefit | (2.5 | ) |  | 0.1 |  |  | (2.5 | ) |  | 9.4 |
Income (loss) from discontinued operations, net | 3.8 |  |  | (0.4 | ) |  | 3.8 |  |  | 6.8 |
All other |  |  |  |  |  |  |
Loss from discontinued operations | (0.7 | ) |  | (0.4 | ) |  | (0.7 | ) |  | (0.9 | )
Income tax benefit | 0.2 |  |  | 0.1 |  |  | 0.2 |  |  | 0.5 |
Loss from discontinued operations, net | (0.5 | ) |  | (0.3 | ) |  | (0.5 | ) |  | (0.4 | )
Total |  |  |  |  |  |  |
Income (loss) from discontinued operations | 5.6 |  |  | (0.9 | ) |  | 5.6 |  |  | (3.5 | )
Income tax (provision) benefit | (2.3 | ) |  | 0.2 |  |  | (2.3 | ) |  | 9.9 |
Income (loss) from discontinued operations, net | $ | 3.3 |  |  | $ | (0.7 | ) |  | $ | 3.3 |  |  | $ | 6.4 |

X
- References No definition available. + Details
Name: | us-gaap_DiscontinuedOperationsAndDisposalGroupsAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 360 -URI http://asc.fasb.org/topic&trid=2155823 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 + Details
Name: | us-gaap_DisposalGroupsIncludingDiscontinuedOperationsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration