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ACQUISITIONS AND DECONSOLIDATION | 12 Months Ended
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Dec. 28, 2013
ACQUISITIONS AND DECONSOLIDATION |
ACQUISITIONS AND DECONSOLIDATION | (2) ACQUISITIONS AND DECONSOLIDATION Acquisitions of Businesses On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group Holdings Pty. Ltd. ("Locker"). Locker is a manufacturer of perforated and expanded metal for the non-residential market, industrial flooring and handrails for the access systems market, and screening media for applications in the industrial and mining sectors in Australia and Asia. The purchase price paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of $7,911 additional purchase price may be paid to the sellers upon the achievement of certain gross profit and inventory targets over the next two years. The Company determined the present value of the potential additional purchase price at February 5, 2013 to be $7,178. The acquisition, which was funded by cash held by the Company, was completed to expand our product offering and sales coverage for access systems and related products in the Asia Pacific region and is part of the Engineered Infrastructure Products segment. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the Locker acquisition (goodwill is not deductible for tax purposes):
|  | At February 5, 2013 |
--- | --- | --- | ---
Current Assets |  | $ | 25,584 |
Property, plant and equipment |  |  | 20,412 |
Intangible assets |  |  | 11,205 |
Goodwill |  |  | 14,325 |
​ | ​ | ​ | ​ | ​
Total fair value of assets acquired |  | $ | 71,526 |
​ | ​ | ​ | ​ | ​
Current liabilities |  |  | 9,595 |
Deferred income taxes |  |  | 483 |
Other non-current liabilities |  |  | 677 |
Non-controlling interests |  |  | 325 |
​ | ​ | ​ | ​ | ​
Total fair value of liabilities assumed |  |  | 11,080 |
​ | ​ | ​ | ​ | ​
Net assets acquired |  | $ | 60,446 |
​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ | ​
The Company's Consolidated Statements of Earnings for the 52 weeks ended December 28, 2013 includes net sales and net earnings of $64,709 and $2,132, respectively, resulting from Locker's operations from February 5, 2013 to December 28, 2013. Based on the fair value assessments, the Company allocated $11,205 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Locker acquired intangible assets and the respective weighted-average amortization periods:
|  | Amount |  | Weighted Average Amortization Period (Years) |
--- | --- | --- | --- | --- | ---
Trade Names |  | $ | 4,116 |  |  | Indefinite |
Customer Relationships |  |  | 6,042 |  |  | 10.0 |
Software and Technology |  |  | 1,047 |  |  | 5.0 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Intangible Assets |  | $ | 11,205 |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
In December 2013, the Company purchased 100% of the outstanding shares of Armorflex International Ltd. ("Armorflex") for $10,000. Armorflex is a company holding proprietary intellectual property for products serving the highway safety market. In the preliminary measurement of fair values of assets acquired and liabilities assumed, we recorded goodwill of $6,864 and an aggregate of $3,792 for customer relationships, patented technology and other intangible assets. The fair value measurements are not yet complete, due to final working capital calculations and certain income tax measurements that have not been finalized. The Company expects these measurements to be completed in the first quarter of 2014. The goodwill is not deductible for tax purposes. Armorflex is included in the Engineered Infrastructure Products segment and was acquired to expand the Company's highway safety product offerings in the Asia Pacific region. This acquisition did not have a significant effect on the Company's fiscal 2013 financial results. On December 19, 2012, the Company acquired Pure Metal Galvanizing for $45,687 in cash, net of cash acquired, plus assumed liabilities. In addition, the purchase price includes contingent consideration with a fair value of $3,884 to be paid at the end of five years if certain earnings objectives are met over the period. Pure Metal Galvanizing operates three custom galvanizing operations in Ontario, Canada. In the purchase price allocation, goodwill of $12,676 and $14,066 of customer relationships, trade name and other intangible assets was recorded. A portion of the goodwill is deductible for tax purposes. This business is included in the Coatings segment and was acquired to expand the Company's geographic presence into the Canadian galvanizing market. The Company's Consolidated Statement of Earnings for the the fiscal year ended December 28, 2013 included net sales of $98,295 and net earnings of $4,666 resulting from the Locker, Armorflex and Pure Metal acquisitions. The pro forma effect of these acquisitions on the fiscal 2012 Statement of Earnings was as follows:
|  | Fifty-two weeks Ended December 29, 2012 |
--- | --- | --- | ---
Net sales |  | $ | 3,144,054 |
Net earnings |  |  | 234,847 |
Earnings per share—diluted |  | $ | 8.79 |
In 2011, the Company acquired 60% of an irrigation monitoring services company for $1,539. This acquisition did not have a significant effect on the Company's fiscal 2011 financial results. Acquisitions of Noncontrolling Interests In June 2011, the Company acquired the remaining 40% of Donhad Pty. Ltd. ("Donhad") that it did not own for $25,253. In October 2013, the Company acquired the remaining 40% of Valley Irrigation South Africa Pty. Ltd. that it did not own for $9,324. As these transactions were acquisitions of the remaining shares of a consolidated subsidiary with no change in control, they were recorded within shareholders' equity and as a financing cash flow in the Consolidated Statement of Cash Flows. Deconsolidation In December 2013, the Company's ownership in Delta EMD, Ltd. ("EMD"), a consolidated subsidiary located in South Africa, was reduced below 50% through a supplementary contribution of 1,500,000 shares to the Delta Pension Plan ("DPP"). The DPP is managed by independent trustees whose fiduciary responsibility is to make decisions for the DPP based on the best interests of the participants. The loss recognized on the deconsolidation of EMD was $12,011, or $0.45 per share, which consisted of $8,559 realized losses on foreign currency translation adjustments previously reported in shareholders' equity and $3,452 in losses due to remeasurement of the remaining investment to fair value based on the market value of EMD shares, which are publicly traded on the Johannesburg stock exchange (JSE:DTA). The Company made a fair value election with respect to its remaining ownership interest in EMD and will report its investment at fair value going forward, using the quoted market price of the EMD shares as fair value. The net sales of EMD included in the Company's Consolidated Statements of Earnings in 2013, 2012 and 2011 were $38,621, $44,290 and $50,387, respectively. The net earnings of EMD attributable to the Company for the same years were a loss of $3,535 in 2013 and earnings of $1,043 and $3,707 in 2012 and 2011, respectively.

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