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Acquisitions (Tables)
12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Business Acquisition [Line Items]    
Schedule of Purchase Price Allocation
The following table summarizes the fair value of consideration paid for Allfast, and the assets acquired and liabilities assumed:
 
 
October 17, 2014
 
 
(dollars in thousands)
Consideration
 
 
Cash paid, net of cash acquired
 
$
351,220

Deferred purchase price(a)
 
15,730

Total consideration
 
$
366,950

Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
Receivables
 
$
8,950

Inventories
 
19,850

Intangible assets other than goodwill(b)
 
165,000

Prepaid expenses and other assets
 
340

Property and equipment, net
 
26,490

Accounts payable and accrued liabilities
 
(2,620
)
Total identifiable net assets
 
218,010

Goodwill(c)
 
148,940

 
 
$
366,950

___________________________
(a) Of the deferred purchase price, approximately $8.7 million, represents the Company's best estimate of the underlying obligations for certain tax amounts the Company has agreed to reimburse the previous owner in order to acquire additional tax attributes. During 2015, the Company paid $5.2 million of such amount and the remaining $3.5 million liability was removed, with a corresponding reduction to goodwill, due to the finalization of the Seller's tax liability. In addition, deferred purchase price includes approximately $7.0 million of other liabilities which the Company has agreed to pay on behalf of the previous owner, of which approximately $4.9 million was paid through December 31, 2015.
(b) Consists of approximately $83.0 million of customer relationships with an estimated useful life of 18 years, $33.0 million of technology and other intangible assets with an estimated useful life of 15 years and $49.0 million of trademark/trade name with an indefinite useful life.
(c) All of the goodwill was assigned to the Company's Aerospace reportable segment and is expected to be deductible for tax purposes.
While the individual and aggregate historical and current year revenue and earnings associated with the Company's 2013 acquisitions is not significant compared to the Company's total results of operations, the following information has been provided to summarize the aggregate fair value of consideration paid for the acquisitions, the assets acquired and liabilities assumed.
 
 
Year ended December 31, 2013
 
 
(dollars in thousands)
Consideration
 
 
Initial cash paid net of cash acquired
 
$
84,790

Deferred/contingent consideration(a)
 
4,280

Total consideration
 
$
89,070

Recognized amounts of identifiable assets acquired and liabilities assumed
 
 
Receivables
 
$
7,240

Inventories
 
16,630

Intangible assets other than goodwill(b)
 
29,020

Prepaid expenses and other assets
 
8,420

Property and equipment, net
 
10,080

Accounts payable and accrued liabilities
 
(6,950
)
Deferred income taxes
 
(4,260
)
Other long-term liabilities
 
(8,410
)
Total identifiable net assets
 
51,770

Goodwill
 
37,300

 
 
$
89,070

__________________________
(a) Deferred/contingent consideration included approximately $2.6 million of both short-term and long-term deferred purchase price, based on set amounts and fixed payment schedules per the purchase agreement, and an additional $1.7 million of contingent consideration to be paid, if earned, based on a multiple of future earnings, as defined.
(b) Consists of approximately $23.1 million of customer relationships with an estimated weighted average useful life of 10 years, $1.4 million of technology and other intangible assets with an estimated weighted average useful life of four years and $4.5 million of trademark/trade names with an indefinite useful life.
Business Acquisition, Pro Forma Information
The following table summarizes the supplemental pro forma results of the combined entity as if the acquisition had occurred on January 1, 2013. The supplemental pro forma information presented below is for informational purposes and is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated on January 1, 2013:
 
 
Pro forma Combined (a)
 
 
Year ended December 31,
 
 
2014
 
2013
 
 
(dollars in thousands)
Net sales
 
$
936,440

 
$
853,590

Net income attributable to TriMas Corporation
 
$
49,590

 
$
56,550

___________________________
(a) The supplemental pro forma results reflect certain material adjustments, as follows:
1.
Pre-tax pro forma adjustments for amortization expense of $6.0 million and $6.8 million for the years ended December 31, 2014 and December 31, 2013 on the intangible assets associated with the acquisition.
2.
Pre-tax pro forma adjustments of $4.9 million and $7.1 million for the years ended December 31, 2014 and December 31, 2013, respectively, to reflect interest expense incurred on the incremental term loan A and revolver borrowings incurred in order to fund the acquisition.
 
Redeemable Noncontrolling Interest
As part of purchasing the remaining membership interest, the Company finalized the calculation of the redeemable noncontrolling interest as of March 11, 2014. Changes in the carrying amount of redeemable noncontrolling interest are summarized as follows:
 
 
Redeemable Noncontrolling interest
 
 
(dollars in thousands)
Balance, December 31, 2012
 
$
26,780

Distributions to noncontrolling interests
 
(2,710
)
Net income attributable to noncontrolling interests
 
4,520

Redemption value adjustments for noncontrolling interests
 
890

Balance, December 31, 2013
 
$
29,480

Distributions to noncontrolling interests
 
(580
)
Net income attributable to noncontrolling interests
 
810

Balance, March 11, 2014
 
$
29,710