XML 55 R12.htm IDEA: XBRL DOCUMENT v3.3.0.814
Acquisitions
9 Months Ended
Sep. 30, 2015
Business Combinations [Abstract]  
Acquisitions
Acquisitions

The following table summarizes the Company's recent acquisitions:
Description
 
Date of Transaction
 
Purchase
Consideration
 
Acquired
 
Segment
 
 
 
 
 
(In millions)
 
 
 
 
Saet S.p.A
 
December 4, 2014
 
$
22.1

*
100% of equity
 
Engineered Products
 
A leader in the design, manufacturing and testing of induction heating equipment and heat treat solutions through its locations in Italy, China, India and Tennessee, and head quartered in Turin, Italy.
Autoform Tool & Manufacturing
 
October 10, 2014
 
$
48.9

*
100% of equity
 
Assembly Components
 
A supplier of high pressure fuel lines and fuel rails used in Gasoline Direct Injection systems across a large number of engine platforms located in Angola, Indiana.
Apollo Group Limited
 
June 10, 2014
 
$
6.5

*
100% of equity
 
Supply Technologies
 
A supply chain management services company providing Class C production components and supply chain solutions to aerospace customers worldwide located in West Midlands, England.
* Purchase consideration is net of cash acquired.

The Apollo purchase agreement provides for the payment of contingent consideration of approximately $2.4 million based on the achievement of certain EBITDA targets over two years. The fair value of the earn-out, valued using level 3 inputs, was approximately $1.1 million at the date of the acquisition for a total purchase consideration of $6.5 million and at September 30, 2015, the fair value of the earn-out was approximately $1.9 million. The contingent consideration, if earned, would be paid in the third quarter of 2016.

The acquisition of Autoform was accounted for under the acquisition method of accounting. The purchase price allocation relating to the Autoform acquisition is subject to further adjustment until all pertinent information regarding finalization of the intangible assets and deferred income tax assets and liabilities are fully evaluated by the Company and independent valuations are complete. Revisions to these estimates as fair values are finalized will be reflected in the financial statements throughout the measurement period.

The acquisition of Saet was accounted for under the acquisition method of accounting. At December 31, 2014, the entire purchase price allocation was preliminary with the fair values of the assets acquired and liabilities assumed estimated based on their carrying values with the excess consideration of $23.2 million preliminarily recorded as goodwill. During the third quarter of 2015, the Company received preliminary third-party valuations for the inventories, intangible assets and tangible assets. The Company recorded adjustments resulting in a decrease to goodwill of approximately $16.4 million, primarily offset by an increase in tradenames and technology intangible assets of $4.7 million and $8.7 million, respectively. These preliminary estimates may be further revised during the measurement period in 2015 as all pertinent information regarding finalization of the third-party valuations for inventories, intangible assets, goodwill, tangible assets, other liabilities and deferred income tax assets and liabilities acquired are fully evaluated by the Company.