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ACQUISITION | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
ACQUISITION | ACQUISITION On December 22, 2017, the Company entered into an agreement providing for the acquisition of Filament by the Company. The acquisition was completed on March 2, 2018. The aggregate consideration for Filament, after taking into account certain adjustments, was $294.4 million, consisting of $217.5 million of cash consideration and 5,593,116 newly issued shares of the Company’s common stock, with a value equal to $76.9 million based on the market value of the Company’s common stock as of March 2, 2018. The purchase price was allocated based on the Company’s final estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands):
Accounts receivable | $ | 26,224 |
Inventory | 29,044 |
Other assets | 5,620 |
Other liabilities | (23,018) |
Deferred income tax | (13,881) |
Goodwill and other intangibles | 270,427 |
Total allocated value | $ | 294,416 |
Goodwill results from such factors as an assembled workforce. The total amount of goodwill is not expected to be deductible for tax purposes. The goodwill and other intangible assets are primarily included in the U.S. segment. Customer relationships are amortized on a straight-line basis over their estimated useful lives (see Note F – Intangible Assets). The three and nine months ended September 30, 2018 included the operations of Filament for the period from March 2, 2018, the date of acquisition, to September 30, 2018. The unaudited condensed consolidated statements of operations for the three months ended September 30, 2018 include $38.6 million of net sales contributed by Filament. The condensed consolidated statements of operations for the nine months ended September 30, 2018, include $77.2 million of net sales contributed by Filament. Unaudited Pro forma Results The following table presents the Company’s pro forma consolidated net sales, income (loss) before income taxes and equity in earnings (losses) and net income (loss) for the three and nine months ended September 30, 2018. The unaudited pro forma results include the historical statements of operations information of the Company and of Filament, giving effect to the Filament acquisition and related financing as if they had occurred at the beginning of the periods presented.
| Three Months Ended September 30, 2018 | Nine Months Ended September 30, 2018
| (in thousands, except per share data) |
Net sales | $ | 209,448 |  | $ | 502,079 |
Income (loss) before income taxes and equity in earnings (losses) | 6,956 |  | (15,416) |
Net income (loss) | 6,145 |  | (10,671) |
Basic and diluted income (loss) per common share | 0.30 |  | (0.52) |
The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination or the impact of non-recurring items directly related to the business combination. The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Filament acquisition had been completed as of the date for which the pro forma financial information is presented. In addition, the unaudited pro forma results do not purport to project the future condensed consolidated operating results of the combined 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://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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- References No definition available. + Details
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