Annual report pursuant to Section 13 and 15(d)

Business Combination (Tables)

v3.8.0.1
Business Combination (Tables)
 12 Months Ended
Dec. 31, 2017
Business Combinations [Abstract]  
Preliminary Purchase Price Allocation
The following table sets forth the calculation and allocation of the purchase price to the net assets acquired with respect to the Business Combination, which was complete as of December 31, 2016.
Total consideration, net of cash acquired
$
2,689,941

 
 

Recognized amounts of identifiable assets acquired and liabilities assumed:
 

Receivables
$
161,110

Inventories
254,770

Prepaid and other current assets
19,295

Investments in affiliated companies
472,994

Property, plant and equipment
683,673

Other intangible assets
754,000

Other long-term assets
48,127

Fair value of assets acquired
2,393,969

 
 
Revolver, notes payable & current debt
(2,441
)
Accounts payable
(93,222
)
Accrued liabilities
(98,621
)
Long-term debt
(20,470
)
Deferred income taxes
(327,296
)
Other long-term liabilities
(113,936
)
Noncontrolling interest
(6,569
)
Fair value of net assets acquired
1,731,414

 
 
Goodwill
958,527

 
$
2,689,941

 
 
The following table sets forth the calculation and preliminary allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition:
Total consideration, net of cash acquired
$
41,572

 
 

Recognized amounts of identifiable assets acquired and liabilities assumed:
 

Receivables
$
14,305

Inventories
7,645

Prepaid and other current assets
400

Property, plant and equipment
9,020

Other long-term assets
129

Fair value of assets acquired
31,499

 
 
Current debt
(6,420
)
Accounts payable
(10,748
)
Long-term debt
(10,189
)
Other long-term liabilities
(154
)
Fair value of net assets acquired
3,988

 
 
Goodwill
37,584

 
$
41,572

 
 
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The valuation of the intangible assets acquired and the related weighted-average amortization periods are as follows:
 
 
Amount  
 
Weighted-Average
Expected Useful Life
(in years)  
Intangible assets subject to amortization:
 
 
 
 
Trademarks
 
$
35,400

 
15.0
Technical know-how
 
189,300

 
20.0
Contracts
 
19,800

 
5.3
Customer relationships
 
268,700

 
10.6
In-process research and development
 
6,800

 
 
 
 
 

 
 
Total intangible assets subject to amortization
 
520,000

 
 
Tradenames, not subject to amortization
 
151,100

 
Indefinite
Trademarks, not subject to amortization
 
82,900

 
Indefinite
 
 
 

 
 
Total
 
$
754,000

 
 
 
 
 
 
 
Business Acquisition, Pro Forma Information
 
 
Years ended
December 31,
 
 
2016
 
2015
Pro forma sales
 
$
1,403,041

 
$
1,413,201

Pro forma net loss
 
(76,994
)
 
(120,982
)
 
 
 
 
 
 
 
Years ended
December 31,
 
 
2017
 
2016
Pro forma sales
 
$
1,489,957

 
$
1,105,479

Pro forma net income (loss)
 
59,968

 
(77,720
)