On October 1, 2018, the Company and Fortive Corporation (“Fortive”) consummated the previously announced combination (the “Fortive Transaction”) of Altra with four operating companies from Fortive’s Automation & Specialty platform (the “A&S Business”), and as a result, the consolidated financial statements reflect the A&S Business’s results of operations from October 1, 2018 onward.

The A&S Business, consisting of four key brands, Kollmorgen, Portescap, Thomson and Jacobs Vehicle Systems, designs, manufactures, markets and sells electromechanical and electronic motion control products, including standard and custom motors, drives and controls; linear motion systems, ball screws, linear bearings, clutches/brakes, linear actuators and mechanical components; and through Jacobs Vehicle Systems, supplemental braking systems for commercial vehicles.

As of March 31, 2019, the allocation of the purchase price of the A&S Business is provisional. The fair value of all the acquired identifiable assets and liabilities is provisional pending finalization of the Company’s acquisition accounting, including the finalization of the valuation of the intangible assets acquired, identification and measurement of the inventory and property, plant and equipment, the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, as well as identification and measurement of uncertain tax positions, if any. The Company believes that such preliminary allocations provide a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, but the Company is waiting for additional information necessary to finalize fair value. The Company recorded certain measurement period adjustments during the quarter ended March 31, 2019 in the amount of $26.2 million. The preliminary purchase price allocation below includes such adjustments.

Preliminary purchase price allocation:	At Acquisition Date			Measurement Period Adjustments			At Acquisition Date (As Adjusted)
Consideration transferred:
Total cash consideration	$	1,003.4		$	—		$	1,003.4
Total equity consideration		1,458.7			—			1,458.7
A&S acquisition purchase price adjustment		—			13.5			13.5
Fair value of consideration transferred	$	2,462.1		$	13.5		$	2,475.6

Recognized identifiable assets acquired and liabilities assumed:
Less: cash on A&S balance sheet at 10/1/2018		54.1			(0.5	)		53.6
Receivables		129.7			(0.8	)		128.9
Inventory		89.1			(2.3	)		86.8
Prepaids and other current assets		6.9			(0.2	)		6.7
Property, plant and equipment		178.3			(1.0	)		177.3
Intangibles		1,454.0			—			1,454.0
Other non-current assets		7.9			(0.4	)		7.5
Accounts payable		(98.9	)		0.8			(98.1	)
Accrued payroll		(15.2	)		0.5			(14.7	)
Accrued expenses and other current liabilities		(33.7	)		—			(33.7	)
Pension liability and other post employment benefits		(12.0	)		—			(12.0	)
Deferred tax liability		(355.7	)		(8.5	)		(364.2	)
Other long term liability		(2.6	)		(0.3	)		(2.9	)
Senior unsecured notes assumed		(400.0	)		—			(400.0	)
Total identifiable net assets assumed		1,001.9			(12.7	)		989.2
Goodwill	$	1,460.2		$	26.2		$	1,486.4

The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill, which is not deductible for income tax purposes. The goodwill in this acquisition is attributable to the Company’s expectation to achieve synergies, such as facility consolidations, global procurement efficiencies, the ability to cross-sell product, and the ability to penetrate certain geographic areas.

Customer relationships and technology are subject to amortization, and will be recognized on a straight-line basis over the estimated useful lives of 20 years and 7-10 years, respectively, which represents the anticipated period over which the Company estimates it will benefit from the acquired assets. The tradenames and trademarks are considered to have an indefinite life and will not be amortized.

The major acquired technology IPR&D relates to the next generation of valvetrain technologies, which focus on improving engine brake performance, improving fuel efficiency and meeting future worldwide emissions regulations. The IPR&D projects are not currently amortized and will be reviewed for impairment at least annually and amortization will commence when the assets are placed into service. There was no evidence of impairment to IPR&D as of March 31, 2019.

The Company recorded net sales from the A&S Business of $249.1 million for the three months ended March 31, 2019. The Company recorded net income from the A&S Business of $32.1 million for the three months ended March 31, 2019. Net income includes amortization expense from the A&S Business of $15.5 million for the three months ended March 31, 2019.

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter ended March 31, 2018, as if the Company had acquired the A&S Business on January 1, 2018. The pro forma information contains the actual operating results of the Company and the A&S Business, 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 and (iii) additional interest expense for borrowings associated with the A&S Acquisition. 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.