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Business Acquisition | 12 Months Ended
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Dec. 31, 2018
Business Combinations [Abstract] |
Business Acquisition | 23. Business Acquisition On April 8, 2016, the Company acquired the outstanding shares of Harris Corporation’s composite aerostructures business for cash of $187 million, plus the assumption of certain liabilities. The Company funded the cash payable at closing by utilizing proceeds from a $550 million, unsecured credit facility agreement that was completed April 8, 2016 (see Note 17). 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. There were no changes subsequent to 2016 to the provisional allocation amounts recorded in the year of acquisition. The following table summarizes the allocation of the purchase price to the fair value of the assets and liabilities acquired:
(in thousands) | April 8, 2016
Assets acquired |
Accounts receivable | $15,443
Inventories | 16,670
Prepaid expenses and other current assets | 402
Property, plant and equipment | 62,784
Intangibles | 71,630
Goodwill | 95,730
Total assets acquired | $262,659
Liabilities assumed |
Accounts payable | $10,323
Accrued liabilities | 2,862
Finance obligation | 17,560
Deferred income taxes | 33,143
Other noncurrent liabilities | 11,771
Total liabilities assumed | $75,659
Net assets acquired | $187,000
Goodwill of $95.7 million reflects that the acquisition broadened and deepened AEC’s products, experience and manufacturing capabilities, and significantly increases 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) | April 8 to December 31, 2016 |
Net sales | $67,011 |
Operating loss | (1,246 | )
Loss before income taxes | (2,342) |
Net loss attributable to the Company | (1,495 | )
Loss per share: |  |
Basic | $(0.05 | )
Diluted: | $(0.05 | )
The Consolidated Statements of Income reflect operational activity of the acquired business for only the period subsequent to the closing, which affects comparability of results. The following table shows total company pro forma statements of what results would have been if the 2016 acquisition had occurred as of January 1, 2015.
| Unaudited - Pro forma |
(in thousands, except per share amounts) | 2016 |
Combined Net sales | $802,023 |
Combined Income before income taxes | $80,639 |
Pro forma increase/(decrease) to income before income taxes: |  |
Acquisition expenses | 5,367 |
Interest expense related to purchase price | (1,382 | )
Acquisition accounting adjustments: |  |
Depreciation and amortization on property, plant and equipment, and intangible assets | (1,575 | )
Valuation of contract inventories | 1,997 |
Interest expense on finance obligation | 300 |
Interest expense on other obligations | (133 | )
Pro forma Income before income taxes | $85,213 |
Pro forma Net Income attributable to the Company | $57,229 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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