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Acquisition of Orlaco
 3 Months Ended
Mar. 31, 2017
Acquisition of Orlaco [Abstract]  
Acquisition of Orlaco

(3) Acquisition of Orlaco



On January 31, 2017, Stoneridge B.V., an indirect wholly-owned subsidiary of Stoneridge, Inc., entered into and closed an agreement to acquire Orlaco. Orlaco designs, manufactures and sells a variety of camera-based vision systems, monitors and related electronic products primarily to the heavy off-road machinery, commercial vehicle, lifting crane and warehousing and logistics industries.  Since July 2015, Stoneridge and Orlaco have jointly developed the MirrorEye mirror replacement system, which is a system solution to improve the safety and fuel economy of commercial vehicles.  The MirrorEye system integrates Orlaco’s camera technology and Stoneridge’s driver information capabilities as well as the combined software capabilities of both companies. The acquisition of Orlaco enhances the Stoneridge’s Electronics segment global technical capabilities in vision systems and facilitates entry into new markets.

 







The aggregate consideration for the Orlaco acquisition was €74,939  ($79,675), which included customary estimated adjustments to the purchase price. The Company paid €67,439  ($71,701) in cash, and €7,500  ($7,974) is held in an escrow account to secure the payment obligations of the seller under the terms of the purchase agreement. The purchase price is subject to certain customary adjustments set forth in the purchase agreement. The escrow amount will be transferred promptly following the completion of the escrow period. The Company may also be required pay up to an additional €7,500 as earnout consideration if certain targets are achieved during the first two years.



The acquisition date fair value of the total consideration transferred consisted of the following:





 

 



 

 

Cash

 

$               79,675

Fair value of earn-out liability and other adjustments

 

 5,471 

Total purchase price

 

$               85,146



The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date.  The purchase price and associated allocation is preliminary pending completion of the valuation of acquired inventory, property, plant and equipment, intangible assets and deferred income taxes.







 

 

At January 31, 2017

 

 

Cash

 

$                 2,165

Accounts receivable

 

 8,130 

Inventory

 

 9,144 

Prepaids and other current assets

 

 298 

Property, plant and equipment

 

 6,668 

Identifiable intangible assets

 

 38,626 

Other long-term assets

 

 690 

Total identifiable assets acquired

 

 65,721 



 

 

Accounts payable

 

 3,020 

Other current liabilities

 

 805 

Deferred tax liabilities

 

 9,994 

Other long-term liabilitites

 

 1,462 

Total liabilities assumed

 

 15,281 

Net identifiable assets acquired

 

 50,440 

Goodwill

 

 34,706 

Net assets acquired

 

$               85,146



Assets acquired and liabilities assumed were recorded at estimated fair values based on management's estimates, available information, and reasonable and supportable assumptions. Also, the Company utilized a third-party to assist with certain estimates of fair values, including:

·

Fair value estimate for inventory was based on a comparative sales method

·

Fair value estimate for property, plant and equipment was based on appraised values utilizing cost and market approaches

·

Fair values for intangible assets were based on a combination of market and income approaches, including the relief from royalty method

·

Fair value for the earn-out liability was based on a Monte Carlo simulation utilizing forecasted EBITDA for the 2017 and 2018 measurement period

These non-recurring fair value measurements are classified within Level 3 of the fair value hierarchy. The preliminary purchase price allocations may be subsequently adjusted to reflect final valuation results and purchase price adjustments.

Goodwill is calculated as the excess of the fair value of consideration transferred over the fair market value of the identifiable assets and liabilities and represents the future economic benefits arising from other assets acquired that could not be separately recognized. The goodwill is included in the Company’s Electronics segment and is not deductible for income tax purposes.

   

Of the $38,626 of acquired identifiable intangible assets, $27,405 was provisionally assigned to customer lists with a 15-year useful life; $5,142 was provisionally assigned to trademarks with a 20 year useful life; and $6,079 was provisionally assigned to technology with a 7 year weighted-average useful life.

   

The Company recognized $1,218 of acquisition related costs in the condensed consolidated statement of operations as a component of selling, general and administrative expense during the three months ended March 31, 2017.  

 

Included in the Company's statement of operations for the three months ended March 31, 2017 are post-acquisition sales of $11,100 and net income of $600 related to Orlaco which are included in the Electronics segment. The Company’s statement of operations for the three months ended March 31, 2017 also included $979 of expense in cost of goods sold associated with the step up of the Orlaco inventory to fair value.



The following unaudited pro forma information reflects the Company’s condensed consolidated results of operations as if the acquisition had taken place on January 1, 2016. The unaudited pro forma information is not necessarily indicative of the results of operations that the Company would have reported had the transaction actually occurred at the beginning of these periods, nor is it necessarily indicative of future results. 







 

 





 

 

 

 

 

Three months ended March 31,

 

 

 2017 

 

 2016 

Net sales

 

$

 209,341 

$

 177,491 

Net income attributable to Stoneridge, Inc. and subsidiaries

 

$

 9,307 

$

 8,896 



The unaudited pro forma financial information presented in the table above has been adjusted to give effect to adjustments that are directly related to the business combination and are factually supportable. These adjustments include, but are not limited to, depreciation and amortization related to fair value adjustments to property, plant, and equipment and finite-lived intangible assets. Also, an adjustment has been made for management fees expensed by Orlaco.