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Business Combinations | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Business Combinations | NOTE S – BUSINESS COMBINATIONS The Company accounts for business combinations using the acquisition method of accounting and, accordingly, the assets and liabilities of the acquired entities are recorded at their estimated fair values at the date of acquisition. On February 28, 2019, the Company acquired 100% of SubCon. Subcon is headquartered in Dornbirn, Austria with manufacturing operations in Brno, Czech Republic. The acquisition of SubCon will strengthen the Company’s position in the global substation market and will expand its operational presence in Europe. The total purchase price was $10.2 million in cash, net of $1.8 million in cash acquired. The preliminary purchase price was predominantly allocated to Goodwill of $7.0 million and Intangible assets of $4.7 million with useful lives of 15 years. SubCon’s overall purchase price includes an estimated liability of .9 million Euros for an earn-out consideration with a potential maximum payment of 4.0 million Euros that will be considered for remeasurement during each reporting period as the operating results of SubCon are evaluated on an Income before income taxes basis over a four-year period. The earnout of $.9 million Euros is recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. The values related to the acquisition are preliminary and subject to final opening balance sheet adjustments. On April 1, 2019, the Company acquired MICOS Telcom s.r.o (“MICOS Telcom”) headquartered in Prostějov, Czech Republic. The acquisition of MICOS Telcom will strengthen the Company’s position in the global telecom market and will also expand its operational presence in Europe. The total purchase price was $8.8 million in cash, net of $.5 million in cash acquired, including a hold-back liability of $1.5 million payable in two years from the date of purchase. The hold-back liability is recorded in Other noncurrent liabilities on the Company’s consolidated balance sheet. The preliminary purchase price was predominantly allocated to Goodwill of $3.4 million, Intangible assets of $3.5 million and Property, plant and equipment of $1.9 million. During the quarter ended June 30, 2019, the Intangible assets of $3.5 million were included in Goodwill. The Intangible assets included in the acquisition of MICOS have useful lives of 15 years. The values related to the acquisition are preliminary and subject to final opening balance sheet adjustments. The operating results and financial position of both SubCon and MICOS Telcom are included in the Company’s EMEA reportable segment as of their respective dates of acquisition. Pro-forma results of the Company’s consolidated operations for the three and nine-month periods ended September 30, 2019 and 2018 would not have been materially different from reported results and are therefore not presented. The purchase price was preliminarily allocated based on information available at the date of acquisition and is subject to change as the Company completes its analysis of the fair values of the assets and liabilities assumed at the acquisition date during the remeasurement period as defined under FASB Accounting Standards Codification 805, Business Combinations. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date:
Assets acquired |  |  |  |
Current assets, net of cash |  | $ | 5,976 |
Property, plant and equipment |  |  | 2,669 |
Goodwill |  |  | 10,403 |
Finite-lived intangible assets |  |  | 8,144 |
Other long-term assets |  |  | 1,883 |
Total assets acquired |  | $ | 29,075 |
Liabilities assumed |  |  | (10,181 | )
Net assets acquired |  | $ | 18,894 |

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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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