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ACQUISITIONS | 6 Months Ended
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Jun. 27, 2015
ACQUISITIONS |
ACQUISITIONS | (2) ACQUISITIONS On March 3, 2014, the Company purchased 90% of the outstanding shares of DS SM A/S, which was renamed Valmont SM. Valmont SM is a manufacturer of heavy complex steel structures for a diverse range of industries including wind energy, offshore oil and gas, and electricity transmission. Valmont SM's operations are reported in the Engineered Infrastructure Products Segment. Valmont SM's annual sales are approximately $190,000 and it operates two manufacturing locations in Denmark. The purchase price paid for the business at closing (net of $56 cash acquired) was $120,483, including the payoff of an intercompany note payable by Valmont SM to its prior affiliates. The purchase is subject to an earn-out clause that is contingent on meeting future operational metrics for which no liability has been established based on expectations. The acquisition, which was funded by cash held by the Company, was completed to participate in markets for wind energy, oil and gas exploration, power transmission and other related infrastructure projects and to increase the Company's geographic footprint in Europe. The Company also funded a portion of the acquisition with an intercompany note payable. The excess purchase price over the fair value of assets resulted in goodwill, which is not deductible for tax purposes. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition, which was finalized in the fourth quarter of 2014.
|  | At March 3, 2014 |
Current assets |  | $ | 73,421 |
Property, plant and equipment |  |  | 85,638 |
Intangible assets |  |  | 30,340 |
Goodwill |  |  | 16,803 |
​ | ​ | ​ | ​ | ​
Total fair value of assets acquired |  | $ | 206,202 |
​ | ​ | ​ | ​ | ​
Current liabilities |  |  | 47,754 |
Deferred income taxes |  |  | 19,715 |
Intercompany note payable |  |  | 37,448 |
Long-term debt |  |  | 8,941 |
​ | ​ | ​ | ​ | ​
Total fair value of liabilities assumed |  |  | 113,858 |
Non-controlling interests |  |  | 9,309 |
​ | ​ | ​ | ​ | ​
Net assets acquired |  | $ | 83,035 |
​ | ​ | ​ | ​ | ​
Based on the fair value assessments, the Company allocated $30,340 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective weighted average amortization periods:
|  | Amount |  | Weighted Average Amortization Period (Years) |
Trade Names |  | $ | 11,470 |  |  | Indefinite |
Backlog |  |  | 3,145 |  |  | 1.5 |
Customer Relationships |  |  | 15,725 |  |  | 12.0 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Intangible Assets |  | $ | 30,340 |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
On October 6, 2014, the Company acquired Shakespeare Composite Structures (Shakespeare) for $48,272 in cash, plus assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products with two manufacturing facilities in South Carolina. Shakespeare's annual sales are approximately $55,000 and its operations are included in the Engineered Infrastructure Products segment. The acquisition of Shakespeare was completed to expand our product offering of composite structure solutions. The preliminary fair value measurement disclosed below is subject to management reviews and completion of the fair value measurements of the assets acquired and liabilities assumed. The Company expects the fair value measurement process and purchase price allocation for Shakespeare to be completed in the third quarter of 2015. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of the Shakespeare acquisition (goodwill is not deductible for tax purposes):
|  | At October 6, 2014 |
Current assets |  | $ | 12,532 |
Property, plant and equipment |  |  | 10,694 |
Intangible assets |  |  | 13,500 |
Goodwill |  |  | 15,416 |
​ | ​ | ​ | ​ | ​
Total fair value of assets acquired |  | $ | 52,142 |
​ | ​ | ​ | ​ | ​
Current liabilities |  |  | 3,870 |
​ | ​ | ​ | ​ | ​
Net assets acquired |  | $ | 48,272 |
​ | ​ | ​ | ​ | ​
Based on the preliminary fair value assessments, the Company allocated $13,500 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective weighted-average amortization periods:
|  | Amount |  | Weighted Average Amortization Period (Years) |
Trade Names |  | $ | 4,000 |  |  | Indefinite |
Customer Relationships |  |  | 9,500 |  |  | 12.0 |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Total Intangible Assets |  | $ | 13,500 |  |  |  |
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
On August 25, 2014, the Company acquired 51% of AgSense, LLC (AgSense) for $17 million in cash. AgSense operates in South Dakota and is the creator of global WagNet network which provides growers with a more complete view of their entire farming operation by tying irrigation decision making to field, crop and weather conditions. In the measurement of fair values of assets acquired and liabilities assumed, goodwill of $17,193 and $16,083 of customer relationships, trade name and other intangible assets were recorded. A portion of the goodwill is deductible for tax purposes. AgSense is included in the Irrigation Segment. The Company's Condensed Consolidated Statement of Earnings for the thirteen and twenty-six weeks ended June 27, 2015 included net sales of $44,271 and $86,195 and net earnings of $2,935 and $4,933 resulting from the Valmont SM, AgSense, and Shakespeare acquisitions. The pro forma effect of these acquisitions on the second quarter and first half of the 2014 Statement of Earnings was as follows:
|  | Thirteen Weeks Ended June 28, 2014 |  | Twenty-six Weeks Ended June 28, 2014 |
Net sales |  | $ | 858,068 |  | $ | 1,658,333 |
Net earnings |  | $ | 64,525 |  | $ | 123,441 |
Earnings per share—diluted |  | $ | 2.40 |  | $ | 4.59 |

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