Business acquisitions (Tables)

12 Months Ended

Dec. 31, 2014

The following table summarizes the preliminary fair value of the assets acquired and the liabilities assumed as of the acquisition date:



	Acquisition Date Fair Value as of December 1, 2014
Consideration:
Purchase price	$	67,500
Pension funding (1)	46,546
Contingent consideration	13,780
Economic, working capital and other closing adjustments (1)	(12,324		)
Settlement of partnership accounts	(23,172		)
Fair value of existing equity investment	56,723
Total consideration	$	149,053
Assets Acquired:
Inventories	$	26,105
Due from Alumax	20,786
Prepaid and other current assets	2,527
Intangible asset	2,580
Pension asset (1)	30,842
Property, plant and equipment – net	127,089
Total assets acquired	$	209,929
Liabilities Assumed:
Accounts payable, trade	$	41,471
Accrued and other current liabilities	8,335
Accrued postretirement benefit costs (1)	2,857
Other liabilities	8,213
Deferred taxes	4,804
Total liabilities assumed	$	65,680
Goodwill	$	4,804


(1)	These amounts represents our preliminary estimates based on our current expectation of the pension, working capital, economic and other closing adjustments. These estimates are subject to review and approval by both parties. The final determination and payment of the settlement amounts is expected in the second quarter of 2015.

The following table summarizes the fair value of the assets acquired and the liabilities assumed as of the acquisition date:



	Acquisition Date Fair Value
Consideration:
Cash	$	48,083
Deferred purchase price	1,910
Assets Acquired:
Inventories	$	59,018
Prepaid and other current assets	2,273
Property, plant and equipment – net	55,520
Total assets acquired	$	116,811
Liabilities Assumed:
Accrued and other current liabilities	$	43,316
Accrued pension benefit costs	996
Accrued postretirement benefit costs	6,544
Other liabilities	7,476
Deferred taxes	3,233
Total liabilities assumed	$	61,565
Gain on bargain purchase:	$	5,253

Acquisitions, pro forma information

The following unaudited pro forma financial information for the years ended December 31, 2014 and December 31, 2013 reflects our results of continuing operations as if the acquisition of the remaining interest in Mt. Holly had been completed on January 1, 2013. This unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions taken place on January 1, 2013, nor is it indicative of the future consolidated results of operations or financial position of the combined companies.



	Year ended December 31,
	2014		2013
Pro forma revenues	$	2,176,552	$	1,707,838
Pro forma earnings (loss) from continuing operations	125,847		(38,819		)
Pro forma earnings (loss) per common share, basic	1.30		(0.44		)
Pro forma earnings (loss) per common share, diluted	1.29		(0.44		)

From the acquisition date of December 1, 2014 through December 31, 2014, the revenue and earnings that were attributable to the acquired Alcoa’s 50.3% stake in Mt. Holly included in the consolidated statement of operations is as follows:



	Year ended December 31,
	2014
Mt. Holly revenue	$	25,911
Mt. Holly income from continuing operations (1)	3,024


(1)	The income attributable to the acquired Alcoa’s 50.3% stake in Mt. Holly excludes the gain on the fair value of the contingent consideration and the gain on remeasurement of the equity investment.

From the acquisition date of June 1, 2013 through December 31, 2013, the revenue and earnings that were attributable to Sebree included in the consolidated statement of operations is as follows:



	Year ended December 31, 2013
Sebree revenue	$	247,178
Sebree income from continuing operations (1)	8,705

(1)

Our net income for the years ended December 31, 2014 and 2013, includes a non-recurring credit for the amortization of the deferred power contract liability of $5,534 and $31,031, respectively, related to the amortization of an unfavorable power contract assumed as part of the Sebree acquisition resulting in a credit to our depreciation and amortization expense within cost of goods sold on the consolidated statement of operations for the first quarter of 2014. The power contract terminated on January 31, 2014.

The following unaudited pro forma financial information for the year ended December 31, 2013 reflects our results of continuing operations as if the acquisition of Sebree had been completed on January 1, 2012. This unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of what the actual results of operations would have been had the transactions taken place on January 1, 2012, nor is it indicative of the future consolidated results of operations or financial position of the combined companies.



	Year ended December 31,
	2013			2012
Pro forma revenues	$	1,662,707		$	1,755,196
Pro forma loss from continuing operations	(83,035		)	(260,505		)
Pro forma loss per common share, basic	(0.94		)	(2.94		)
Pro forma loss per common share, diluted	(0.94		)	(2.94		)

Schedule of separately recognized transactions



Amounts Recognized Separately from the Acquisition:	Line item	Amount recognized

Amounts Due from Alumax	Accrued and other current liabilities	$	20,786
Alumina Supply Agreements	Inventory	14,880