Business Acquisition

6 Months Ended

Jun. 30, 2016

Business Combinations [Abstract]

Business Acquisition

2. Business Acquisition 

On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016 (see Note 14). The seller has provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified before closing. The acquired entity has been renamed Albany Aerostructures Composites LLC (“AAC”), and is part of the Albany Engineered Composites (“AEC”) segment.

The following table summarizes the provisional allocation of the purchase price of AAC to the fair value of the assets and liabilities acquired:

(in thousands)	April 8 , 2016
Assets acquired
Accounts receivable	$16,264
Inventories	29,739
Prepaid expenses and other current assets	402
Property, plant and equipment	85,802
Intangibles	59,360
Goodwill	31,327
Total assets acquired	$222,894
Liabilities assumed
Accounts payable	$8,745
Accrued liabilities	2,364
Capital lease obligation	23,815
Other noncurrent liabilities	970
Total liabilities assumed	$35,894
Net assets acquired	$187,000

Whereas the acquisition occurred during this quarterly reporting period, the Company is continuing to perform procedures to verify the value of all assets and liabilities acquired, and the useful lives of amortizable assets. Accordingly, adjustments to the values in the above table may be required in future periods. The Company has attributed the goodwill of $31.3 million which is assigned to the AEC segment. Management believes that the acquisition broadens and deepens AEC’s products, experience and manufacturing capabilities, and significantly increases opportunities for future growth. The goodwill is expected to be non-deductible for tax purposes.

The following tables presents operational results of AAC that are included in the Consolidated Statements of Income:

(in thousands, except per share amounts)	April 8 to June 30, 2016
Net sales	$25,636
Operating income	1,709
Income before income taxes	1,266
Net Income attributable to the Company	760
Earnings per share:
Basic	$0.02
Diluted	$0.02

The Consolidated Statements of Income reflect operational activity of AAC for only the period subsequent to the closing, which affects comparability of results. The following table shows total Company pro forma statements of operations for the three- and six-month periods ended June 30, 2016 and 2015, as if the acquisition had occurred on January 1, 2015. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisitions had occurred as of the date indicated, or what such results would be for any future periods.

	Unaudited - Pro forma
	Three months ended June 30,				Six months ended June 30,
(in thousands, except per share amounts)	2016		2015		2016		2015
Combined Net sales	$204,371		$192,508		$397,706		$392,988
Combined Income/(loss) before income taxes	$15,765		($1,798	)	$38,915		$19,357
Pro forma adjustments:
Acquisition expenses	3,771		-		5,367		-
Purchase accounting depreciation and amortization expense	(119	)	(1,541	)	(1,660	)	(3,081	)
Interest expense	(99	)	(1,283	)	(1,382	)	(2,567	)
Income/(loss) before income taxes	19,318		(4,622	)	41,240		13,709
Net Income/(loss) attributable to the Company	$12,289		($3,380	)	$26,748		$7,462
Pro forma earnings/(loss) per share attributable to Company shareholders:
Basic	$0.38		($0.11	)	$0.83		$0.23
Diluted	$0.38		($0.11	)	$0.83		$0.23