Business Acquisition

12 Months Ended

Dec. 31, 2019

24. Business Acquisition

On November 20, 2019, the Company acquired CirComp GmbH, a privately-held developer and manufacturer of high-performance composite components located in Kaiserslautern, Germany for $32.4 million. The Company also agreed to pay approximately $5.5 million that will become due, as certain post-closing obligations are performed. Expense related to that agreement will be recognized over the five-year performance period. The Company funded the acquisition using a combination of cash on hand and funds drawn on its revolving credit facility (see Note 17). The Company has also agreed to purchase the primary operating facility in Germany for approximately $5.6 million. The purchase of the facility is expected to occur in 2020.

The seller provided representations, warranties and indemnities customary for acquisition transactions, including indemnities for certain customer claims identified, before closing. The acquired entity is part of the AEC segment. CirComp specializes in designing and manufacturing customized engineered composite components for aerospace and other demanding industrial applications.

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

(in thousands)		November 20, 2019
Assets acquired
Cash		$1,607
Accounts receivable		986
Contract assets		2,269
Inventories		525
Prepaid expenses and other current assets		452
Right of use assets		5,686
Property, plant and equipment		4,884
Amortizable intangible assets (see Note 15)		9,973
Goodwill		17,343
Total assets acquired		$43,725

Liabilities assumed
Accounts payable		$65
Accrued liabilities		2,249
Lease liabilities		502
Deferred income taxes		3,325
Other noncurrent liabilities		5,184
Total liabilities assumed		$11,325

Net assets acquired		$32,400
Purchase of business, net of cash acquired		$30,793

103

Index

ALBANY INTERNATIONAL CORP.

Notes to Consolidated Financial Statements

24. Business Acquisition — (continued)

As a result of the acquisition occurring late in the year, the Company is continuing to perform procedures to verify the value of assets and liabilities acquired, particularly Contract assets, amortizable intangible assets and deferred income taxes. Accordingly, adjustments to the values in the above table may be required in future periods. Acquired Goodwill of $17.3 million reflects the Company’s belief that the acquisition complements and expands Albany’s portfolio of proprietary, advanced manufacturing technologies for composite components, increases the Company’s position as a leading innovator in advanced materials processing and automation, and opens a geographic footprint in Europe to better serve our global customer base. The acquisition significantly increases the Company’s opportunities for future growth. The goodwill is non-deductible for tax purposes.

The following table presents operational results of the acquired entity that are included in the Consolidated Statements of Income (unaudited):

(in thousands, except per share amounts)		November 20 to December 31, 2019
Net sales		$485
Operating loss		(162)
Loss before income taxes		(199)
Net loss attributable to the Company		(324)

Loss per share:
Basic		$(0.01)
Diluted		$(0.01)

Results in the above table include $0.1 million of expenses related to the $5.5 million of deferred payments noted above. In addition to the amounts reported in the above table, the Company incurred approximately $0.5 million of expenses, principally professional fees, related to the acquisition. The Consolidated Statements of Income reflect operational activity of the acquired business for only the period subsequent to the closing, which has an effect, however insignificant, on the comparability of results.