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 0.5, 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.

We recognized revenues and net losses for Cues of $24.2 and $0.0, and $31.1 and $0.8, respectively, for the three and nine months ended September 29, 2018 with the net loss driven by charges of $2.5 and $4.1 for the three and nine months ended September 29, 2018, respectively, associated with the excess fair value (over historical cost) of inventory acquired which has been subsequently sold. During the three and nine months ended September 29, 2018, we incurred acquisition related costs for Cues of $0.5 and $2.2, respectively, which have been recorded to “Selling, general and administrative” within our condensed consolidated statements of operations.

The following unaudited pro forma information presents our results of operations for the three and nine months ended September 29, 2018 and September 30, 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				Nine months ended
	September 29, 2018		September 30, 2017		September 29, 2018		September 30, 2017
Revenues	$	362.5	$	369.9	$	1,127.7	$	1,102.2
Income from continuing operations	9.4		22.5		45.4		26.8
Net income	9.2		22.8		48.5		33.5

Income from continuing operations per share of common stock:
Basic	$	0.22	$	0.53	$	1.06	$	0.63
Diluted	$	0.21	$	0.51	$	1.02	$	0.61

Net income per share of common stock:
Basic	$	0.21	$	0.54	$	1.13	$	0.79
Diluted	$	0.20	$	0.52	$	1.09	$	0.77

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

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 amount of cash and working capital 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 $0.2 and $0.7 during the three and nine months ended September 29, 2018, respectively, and net income (losses) of $0.3 and $(0.1) during the three and nine months ended September 30, 2017, respectively, resulting primarily from revisions to liabilities retained from businesses discontinued prior to 2016.

For the three and nine months ended September 29, 2018 and September 30, 2017, the table below presents a reconciliation of discontinued operations activity to the related amounts in the condensed consolidated statements of operations:



	Three months ended						Nine months ended
	September 29, 2018			September 30, 2017			September 29, 2018			September 30, 2017
Balcke Dürr
Income (loss) from discontinued operations	$	—		$	—		$	6.3		$	(2.6	)
Income tax (provision) benefit	—			—			(2.5		)	9.4
Income from discontinued operations, net	—			—			3.8			6.8

All other
Loss from discontinued operations	(0.3		)	(0.1		)	(1.0		)	(1.0		)
Income tax benefit	0.1			0.4			0.3			0.9
Income (loss) from discontinued operations, net	(0.2		)	0.3			(0.7		)	(0.1		)

Total
Income (loss) from discontinued operations	(0.3		)	(0.1		)	5.3			(3.6		)
Income tax (provision) benefit	0.1			0.4			(2.2		)	10.3
Income (loss) from discontinued operations, net	$	(0.2	)	$	0.3		$	3.1		$	6.7