XML 36 R28.htm IDEA: XBRL DOCUMENT v2.4.1.9
Business acquisitions (Tables)
3 Months Ended
Mar. 31, 2015
Business Combinations [Abstract]  
Schedule of purchase price allocation
The following table summarizes all of the elements of consideration for the transaction, including the preliminary estimate of certain post-closing adjustments.
 
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
)
Total consideration
$
92,330

(1)
While there were no additional acquisition-related payments in the first quarter of 2015, subsequent to the quarter end, we paid an additional payment of $38,162 primarily related to pension funding obligations, final economic adjustment, working capital and other adjustments, net of certain amounts owed by Alumax to Mt. Holly.
The amounts presented below represent our estimates of the fair value based on a preliminary valuation of the assets and liabilities in connection with the acquisition.
 
Preliminary estimate of the acquisition date fair value as of December 1, 2014
Assets Acquired:
 
Inventories
$
26,105

Due from Alumax
20,786

Prepaid and other current assets
2,527

Intangible asset
2,580

Pension asset
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
6,045

Accrued postretirement benefit costs
2,857

Asset retirement obligations
10,503

Deferred taxes
4,804

Total liabilities assumed
$
65,680

Goodwill
$
4,804

Acquisitions, pro forma information
The following unaudited pro forma financial information for the three months ended March 31, 2014 reflects our results of continuing operations as if the acquisition of the remaining interest in Mt. Holly had been completed on January 1, 2014. 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, 2014, nor is it indicative of the future consolidated results of operations or financial position of the combined companies.
 
Three months ended March 31,
 
2014
Pro forma revenues
$
474,155

Pro forma earnings (loss) from continuing operations
(24,217
)
Pro forma earnings (loss) per common share, basic
(0.27
)
Pro forma earnings (loss) per common share, diluted
(0.27
)
Schedule of separately recognized transactions
Amounts Recognized Separately from the Acquisition:
Line item
Amount recognized
Alumina Supply Agreements
Inventory
$
14,880