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ACQUISITIONS
6 Months Ended
Jun. 30, 2016
Business Combinations [Abstract]  
ACQUISITIONS

The Company accounts for all business combinations in accordance with Financial Accounting Standards Board ("FASB") ASC 805, “Business Combinations” (“ASC 805”), using the acquisition method of accounting. Under this method, assets and liabilities, including any remaining non-controlling interests, are recognized at fair value at the date of acquisition. The excess of the purchase price over the fair value of assets acquired, net of liabilities assumed, and non-controlling interests is recognized as goodwill. Certain adjustments to the assessed fair values of the assets, liabilities, or non-controlling interests made subsequent to the acquisition date, but within the measurement period, which is up to one year, are recorded as adjustments to goodwill. Any adjustments subsequent to the measurement period are recorded in income. Results of operations of the acquired entity are included in the Company’s results from the date of the acquisition onward and include amortization expense arising from acquired tangible and intangible assets. The Company expenses all costs as incurred related to an acquisition in the condensed consolidated statements of income.

 

Sterling

 

On March 1, 2015, the Company acquired all of the common stock of Sterling for $5.4 million in cash and 425,005 shares of the common stock of AIRI. The common stock was valued at $9.89 per share, which was the closing share price on February 27, 2015. The cash consideration is subject to adjustment for working capital changes. The Company has also entered into employment and non-compete agreements for two and three year periods with three of the principals of Sterling. The Company financed the acquisition of Sterling with the proceeds from the issuance of Term Loan D (see Note 7).

 

Sterling founded in 1941 manufactures components for aircraft and ground turbine engines.

 

The acquisition of Sterling was accounted for under ASC 805. The purchase price allocation is set forth below.

 

Fair value of tangible assets acquired   $ 8,281,000  
Goodwill     1,963,000  
Cash acquired     588,000  
Liabilities assumed     (1,216,000 )
Total   $ 9,616,000  

 

The below table sets forth selected unaudited proforma financial information for the Company as if Sterling were owned for the entire three and six months ended June 30, 2015.

 

   

Three Months Ended

 June 30, 2015

 
Net Sales   $ 19,057,000  
Income from operations   $  72,000  

 

   

Six Months Ended

June 30, 2015

 
Net Sales   $ 37,707,000  
Income from operations   $  685,000  

 

The below table sets forth selected financial information for Sterling for the three and six months ended June 30, 2016 and the portions of the three and six months ended June 30, 2015 during which Sterling was a subsidiary of the Company.

 

    Three Months Ended  
    June 30, 2016     June 30, 2015  
Net Sales   $ 1,706,000     $ 2,413,000  
Loss from Operations   $ (443,000 )   $ (86,000 )

 

    Six Months Ended  
    June 30, 2016     June 30, 2015  
Net Sales   $ 3,280,000     $ 3,300,000  
Loss from Operations   $ (832,000 )   $ (15,000 )