Business Combination

6 Months Ended

Jun. 30, 2015

Business Combinations [Abstract]

Business Combination

4. BUSINESS COMBINATION

On April 2, 2014, the Company entered into an agreement with KBS Building Systems, Inc. and certain of its affiliates and their owner, pursuant to which we purchased substantially all of KBS Building Systems’ assets related to its business of manufacturing, selling, and distributing modular housing units for residential and commercial use. Consideration for the acquisition included $5.0 million in cash paid at closing, the KBS Note in the principal amount of $5.5 million and the assumption of certain other liabilities. In addition, we assumed certain debt of approximately $1.4 million which we paid at closing. The acquired assets included approximately $0.4 million in cash, resulting in a net purchase price of approximately $10.1 million.

KBS results are included in our condensed consolidated statement of operations since April 2, 2014, the date of acquisition. The following unaudited pro forma financial information presents the combined results of ATRM and KBS Buildings Systems for the three and six months ended June 30, 2014 as if the acquisition had occurred on January 1, 2014 (in thousands):

	Three months ended June 30, 2014			Six months ended June 30, 2014
Pro forma net sales	$	12,389		$	22,233
Pro forma loss from continuing operations		(4,781	)		(6,789	)
Pro forma net loss		(4,244	)		(5,928	)
Pro forma loss per share – basic and diluted	$	(3.93	)	$	(5.49	)

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 KBS acquisition of approximately $0.6 million and $0.7 million in the three and six months ended June 30, 2014, respectively. These costs are included in the caption “Selling, general and administrative expenses” in our condensed consolidated statement of operations.