XML 43 R29.htm IDEA: XBRL DOCUMENT v3.8.0.1
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Schedule of Final Purchase Price Allocation for Fair Values of Assets Acquired and Liabilities Assumed

As of December 31, 2017, the Company’s acquisition accounting is complete and the allocation of price and the calculation of fair value, of all the acquired identifiable assets and liabilities, for the Stromag Acquisition is final. The measurement period adjustments which reflected new information obtained about facts and circumstances that existed as of the acquisition date were not material. The Company updated the acquisition accounting and the final purchase price allocation, as of the year ended December 31, 2017, is as follows:

 

 

 

 

 

 

Total purchase price, excluding acquisition costs of approximately $2.9 million

 

$

191,852

 

Cash and cash equivalents

 

$

8,758

 

Trade receivables

 

 

24,087

 

Inventories

 

 

22,039

 

Property, plant and equipment

 

 

40,343

 

Intangible assets

 

 

74,795

 

Prepaid expenses and other current assets

 

 

778

 

Total assets acquired

 

 

170,800

 

Accounts payable

 

 

(15,370

)

Accrued payroll

 

 

(7,171

)

Accrued expenses and other current liabilities

 

 

(4,496

)

Income tax payable

 

 

(2,525

)

Deferred tax liability

 

 

(27,783

)

Other long-term liabilities

 

 

(1,255

)

Pension liability

 

 

(15,283

)

Total liabilities assumed

 

 

(73,883

)

Net assets acquired

 

 

96,917

 

Excess purchase price over fair value of net assets acquired

 

$

94,935

 

 

Schedule of Intangible Assets Acquired

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The goodwill is generally not deductible for income tax purposes with the exception of approximately $12.8 million for certain assets acquired in the United States. The goodwill in this acquisition is attributable to the Company’s expectation to develop synergies, such as lower cost country sourcing, global procurement, the ability to cross-sell product, and the ability to penetrate certain geographic areas, as a result of the acquisition of Stromag.

 

Intangible assets acquired consist of:

 

 

 

 

Customer relationships

 

$

56,019

 

Trade names and trademarks

 

 

18,776

 

Total intangible assets

 

$

74,795

 

 

Schedule of Unaudited Pro Forma Results of Operation

The following table sets forth the unaudited pro forma results of operations of the Company for the year ended December 31, 2016 as if the Company had acquired Stromag on January 1, 2016. The pro forma information contains the actual operating results of the Company and Stromag, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense for borrowings under the 2015 Credit Agreement associated with the Stromag Acquisition and (iv) inventory fair value adjustment.  These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.

 

 

 

 

 

 

 

 

 

 

Proforma (unaudited)

 

 

 

 

Year to Date Period Ended

 

 

 

 

December 31, 2016

 

Total revenues

 

 

$

851,537

 

Net income

 

 

 

28,252

 

Basic earnings per share

 

 

 

1.10

 

Diluted earnings per share

 

 

$

1.10