BUSINESS COMBINATION

On October 4, 2016, the Company acquired certain assets of EdgeBuilder Wall Panels, Inc. and Glenbrook Lumber & Supply, Inc. (collectively, the “ EBGL Sellers”) through the Company’s wholly-owned subsidiaries EdgeBuilder and Glenbrook, respectively, pursuant to the terms of an Asset Purchase Agreement, dated as of the same date (the “Purchase Agreement”), by and among the Company, EdgeBuilder, Glenbrook, the EBGL Sellers and the individual owners of the EBGL Sellers (the “EBGL Acquisition”). The Company operates the businesses of EdgeBuilder and Glenbrook on a combined basis, and such businesses are referred to on a combined basis as EBGL. EBGL’s business activities include selling lumber and building supplies and manufacturing and selling prefabricated wall panels for commercial and residential construction applications and permanent wood foundation systems for residential buildings. We acquired EBGL because we believe that there is significant growth opportunity in the structural wall panel, permanent wood foundation systems and local building supply businesses. We believe that the acquisition of EBGL, along with the acquisition of KBS in 2014, provide ATRM with the potential to return to profitability.

Consideration for the EBGL Acquisition totaled approximately $5.2 million and included (i) $3.0 million in cash paid at closing and $1.0 million of deferred payments payable to the EBGL Sellers in four equal installments on the first day of each of the next four fiscal quarters beginning January 1, 2017, (ii) 100,000 shares of the Company’s common stock, (iii) a potential earn-out payment of up to $1.0 million based upon the amount by which EBGL’s gross profit over the 12 months commencing October 1, 2016 exceeds a specified target and (iv) the assumption of certain liabilities of the EBGL Sellers related to the purchased assets. The cash portion of the purchase price was subject to a post-closing adjustment based on the amount of inventory and pre-paid expenses included in the purchased assets. Such price adjustment resulted in a $0.2 million increase in the purchase price, which amount was paid by the Company to the EBGL Sellers in January 2017. The shares issued as part of the purchase price are subject to transfer restrictions for 12 months following the closing. The Purchase Agreement provided that the potential earn-out payment tied to EBGL’s future gross profit would be calculated based on the EBGL Sellers’ historical accounting practices. The EBGL Sellers’ historical accounting practices were not fully compliant with GAAP including not following contract accounting rules for their large long-term wall panel contracts, differences in classification of certain costs which under GAAP would be considered costs-of-goods-sold (which were included below gross profit) and certain costs which were accounted for on a cash versus accrual basis of accounting.

The purchase price and the allocation of the purchase price were as follows (in thousands):



Purchase price:
Cash paid at closing	$	2,960
Fair value of deferred payments owing to EBGL Sellers	941
Fair value of contingent earn-out liability	943
ATRM common stock (100,000 shares at $1.49 per share)	149
Purchase price adjustment – paid in January 2017	218
Total purchase price	$	5,211



Allocation of purchase price:
Assets acquired:
Inventories	$	898
Costs and estimated profit in excess of billings	93
Prepaid expenses	3
Equipment ⁽¹⁾	289
Goodwill ⁽²⁾	3,020
Customer relationships ⁽²⁾⁽³⁾	677
Tradenames ⁽²⁾	104
Purchased backlog ⁽²⁾⁽³⁾	300
Total assets acquired	5,384

Liabilities assumed:
Billings in excess of costs and estimated profits	(31		)
Accrued compensation	(40		)
Accrued other liabilities	(102		)
Total liabilities assumed	(173		)

Net assets acquired	$	5,211


⁽¹⁾	The fair value of equipment was determined based primarily on an independent appraisal.

⁽²⁾

Goodwill and tradenames are considered indefinite-lived assets and are not subject to future amortization, but will be tested for impairment at least annually. Goodwill is comprised primarily of manufacturing processes and knowhow, assembled workforce and other intangible assets that do not qualify for separate recognition. The full amount of goodwill is expected to be deductible for tax purposes.


⁽³⁾	The amortization period for customer relationships is six years. Purchased backlog will be amortized over the period that the related contracts are completed, which is expected to be less than one year.

On June 30, 2017, as described in Note 17, we entered into an agreement to amend the Purchase Agreement in which the parties agreed to replace the three remaining installments of the deferred payments to the EBGL Sellers ($0.75 million) and the contingent earn-out payment ($0.9 million) with set monthly payments totaling $1.8 million, payable in an initial $0.2 million payment made on or about July 3, 2017 and 16 monthly installments beginning August 1, 2017 and ending on November 1, 2018.

EBGL’s results are included in our consolidated statement of operations since October 4, 2016, the date of the EBGL Acquisition. The following unaudited pro forma financial information presents the combined results of ATRM and EBGL for the year ended December 31, 2016 as if the EBGL Acquisition had occurred on January 1, 2016 (in thousands):



	2016
Pro forma net sales	$	40,589
Pro forma net loss	(5,880		)
Pro forma loss per share – basic and diluted	(2.51		)

The above unaudited pro forma financial information is not necessarily indicative of what our consolidated results of operations actually would have been or what results may be expected in the future.

We incurred expenses for professional fees associated with the EBGL acquisition of approximately $0.2 million in fiscal year 2016. These costs are included in the caption “Selling, general and administrative expenses” in our consolidated statement of operations.