Acquisition of Orlaco (Tables)

9 Months Ended

Sep. 30, 2017

Schedule of Total Consideration Transferred

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



Cash		$ 79,675
Fair value of earn-out consideration and other adjustments		4,208
Total purchase price		$ 83,883

Schedule of Estimated Fair Values of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the acquisition date (including measurement period adjustments). 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 and may be subsequently adjusted to reflect final valuation results and purchase price adjustments. Based upon information obtained, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments related to updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The changes in estimates recorded at September 30, 2017 include an increase in inventory of $265; an increase in intangible assets of $113; a decrease in other long-term assets of $684; an increase in other current liabilities of $29; a decrease in accounts receivable of $201 and a decrease in earn-out consideration of $1,007. The measurement period and working capital adjustments resulted in a decrease to goodwill of $727.


At January 31, 2017
Cash		$ 2,165
Accounts receivable		7,929
Inventory		9,409
Prepaid and other current assets		298
Property, plant and equipment		6,668
Identifiable intangible assets		38,739
Other long-term assets		6
Total identifiable assets acquired		65,214

Accounts payable		3,020
Other current liabilities		834
Deferred tax liabilities		9,994
Warranty liability		1,462
Total liabilities assumed		15,310
Net identifiable assets acquired		49,904
Goodwill		33,979
Net assets acquired		$ 83,883

Pro Forma Results of Operations

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				Nine months ended
		September 30,				September 30,
		2017		2016		2017		2016

Net sales	$	203,582	$	187,626	$	622,034	$	566,518
Net income attributable to Stoneridge, Inc. and subsidiaries	$	8,049	$	11,406	$	26,375	$	33,195