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ACQUISITION OF SUPREME INDUSTRIES, INC. | 3 Months Ended
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Mar. 31, 2018
Business Combinations [Abstract] |
ACQUISITION OF SUPREME INDUSTRIES, INC. |
3. | ACQUISITION OF SUPREME INDUSTRIES, INC.
On September 27, 2017, the Company completed the acquisition of Supreme Industries, Inc. (“Supreme”) following a cash tender offer by the Company for all outstanding shares of Supreme’s Class A and Class B common stock for $21 per share and an aggregate consideration paid of $360.4 million. The Company financed the Supreme acquisition and related fees and expenses using the proceeds of the Company’s $325 million offering in aggregate principal amount of 5.50% senior unsecured notes due 2025 (as described in further detail in Note 4) and available cash and cash equivalents. Supreme is one of the nation’s leading manufacturers of specialized commercial vehicles, including cutaway and dry-freight van bodies, refrigerated units, and stake bodies. Supreme has manufacturing facilities in Goshen and Ligonier, Indiana; Jonestown, Pennsylvania; Cleburne, Texas; Griffin, Georgia; and Moreno Valley, California. Supreme is part of a new Final Mile Products segment created by the Company in the fourth quarter of 2017. This acquisition allows the Company to accelerate our growth and expand our presence in the final mile space, with increased distribution paths and greater customer reach, and supports the Company’s objective to transform it into a more diversified industrial manufacturer. The Company incurred various costs related to the Supreme acquisition including fees paid to an investment banker for acquisition services and the related bridge financing commitment as well as professional fees for diligence, legal and accounting totaling $0.1 million for the three month period ending March 31, 2018. These costs have been recorded as Acquisition Expenses in the Condensed Consolidated Statements of Operations. The aggregate purchase price of $360.4 million was allocated to the opening balance sheet of Supreme at September 27, 2017, the date of acquisition, which is still preliminary and subject to adjustment as follows (in thousands):
Supreme Opening Balance Sheet as of 9/27/17 |  |  |  |
(in thousands) |  |  |  |
Cash |  | $ | 36,878 |
Accounts receivable |  |  | 25,196 |
Inventories |  |  | 33,727 |
Prepaid expense and other |  |  | 21,730 |
Property, plant, and equipment |  |  | 59,891 |
Intangibles |  |  | 161,200 |
Goodwill |  |  | 169,621 |
Other assets |  |  | 127 |
Total assets acquired |  | $ | 508,370 |
Current portion of long term debt |  | $ | 7,167 |
Accounts payable |  |  | 10,546 |
Other accrued liabilites |  |  | 55,428 |
Deferred income taxes |  |  | 71,946 |
Long term liabilities |  |  | 2,918 |
Total liabilities assumed |  | $ | 148,005 |
Net assets acquired |  | $ | 360,365 |
Acquisition, net of cash acquired |  | $ | 323,487 |
Intangible assets totaling $161.2 million were preliminarily recorded as a result of the acquisition and consist of the following (in thousands):
Intangibles |  |  |  |  |  |
|  | Amount |  | Useful Life |
Tradename |  | $ | 20,000 |  | 20 years |
Customer relationships |  |  | 139,000 |  | 15 years |
Backlog |  |  | 2,200 |  | Less than 1 year |
|  | $ | 161,200 |  |  |
The Company plans to amortize the tradename intangible asset utilizing a straight-line approach and the customer relationship intangible asset using an accelerated method that follows the pattern in which the economic benefits of the asset is expected to be consumed. Amortization expense, including the intangible assets preliminarily recorded from the Supreme acquisition, is estimated to be $20.4 million, $21.6 million, $23.1 million, $24.4 million and $19.5 million for the years 2018 through 2022, respectively. Goodwill of $169.6 million was preliminarily recorded as a result of the acquisition. The Company does not expect the amount recorded as goodwill for the Supreme acquisition to be deductible for tax purposes. The valuation of the identified intangible assets, including tax assets and liabilities, is in the process of being completed. Goodwill, calculated as the excess of the consideration transferred over the net assets recognized and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized, is comprised of operational synergies that are expected to be realized in both the short and long-term and the opportunity to enter new market sectors with higher margin potential which will enable us to deliver greater value to our customers and shareholders. During the first quarter of 2018, the Company made certain adjustments to its purchase price allocation to adjust inventory and accounts receivable, which resulted in $0.4 million increase in goodwill. Additional adjustments to goodwill may be necessary as the Company completes the valuation of acquired assets and liabilities. The Company expects the process of completing the valuations to be completed by the third quarter of 2018. Unaudited Pro forma Results The results of Supreme are included in the Condensed Consolidated Statement of Operations, including $72.2 million and $2.1 million of revenue and net income, respectively, for the three months ended March 31, 2018. The following unaudited pro forma information is shown below as if the acquisition of Supreme had been completed as of the beginning of the earliest period presented (in thousands):
|  | Three Months Ended March 31, |
|  | 2017 |
Sales |  | $ | 427,559 |
Net income |  | $ | 18,493 |
The information presented above is for informational purposes only and is not necessarily indicative of the actual results that would have occurred had the acquisition been consummated at the beginning of the respective periods, nor is it necessarily indicative of future operating results of the combined companies under the ownership and management of the Company.

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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://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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