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Acquisitions (Tables)
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Schedule of assets acquired and liabilities assumed
The following table represents the fair values assigned to the acquired assets and liabilities assumed in the transaction:
(Dollars in thousands)
July 6, 2018
Assets:
 
Accounts receivable, less allowance for doubtful accounts
$
2,553

Inventories
2,998

Other current assets
154

Property, plant & equipment
7,554

Other intangible assets
34,120

Goodwill
32,305

Total assets
79,684

 
 

Liabilities:
 

Accounts payable
711

Accrued employee benefits and compensation
299

Other accrued liabilities
103

Total liabilities
1,113

 
 

Fair value of net assets acquired
$
78,571

Business acquisition, pro forma information
The following unaudited pro forma financial information presents the combined results of operations of Rogers, Griswold, and DSP as if the Griswold acquisition had occurred on January 1, 2017 and as if the DSP acquisition had occurred on January 1, 2016. The unaudited pro forma financial information is not intended to represent or be indicative of our consolidated results of operations that would have been reported had the Griswold and DSP acquisitions been completed as of January 1, 2017 and January 1, 2016, respectively, and should not be taken as indicative of our future consolidated results of operations.
(Dollars in thousands)
Three Months Ended September 30, 2018 (unaudited)
 
Nine Months Ended September 30, 2018 (unaudited)
 
Three Months Ended September 30, 2017 (unaudited)
 
Nine Months Ended September 30, 2017 (unaudited)
Net sales
$
226,863

 
$
670,936

 
$
219,707

 
$
650,806

Net income
20,765

 
63,204

 
26,174

 
74,483

Isola Asset Acquisition
On August 28, 2018, the Company entered into an Asset Purchase Agreement (APA) with Isola USA Corp. (Isola) to acquire a production facility and related machinery and equipment located in Chandler Arizona for cash consideration of $43.4 million. In connection with the APA, the Company also entered into a Transition Services Agreement and a Lease Agreement with Isola whereby Isola leases back a portion of the facility and related machinery and equipment from the Company during the transition period through December 31, 2019. We used $43.4 million in cash on hand to fund the asset purchase. This transaction was evaluated under Accounting Standards Codification (ASC) Topic 805 Business Combinations and was determined to be an asset acquisition as the transaction did not meet the definition of a business.
The assets acquired in connection with the acquisition were recorded by the Company at their estimated relative fair values as follows:
(Dollars in thousands)
August 28, 2018
Land
$
6,104

Buildings
8,401

Machinery and equipment
18,616

Equipment in process
12,633

Total property, plant and equipment
$
45,754


The $45.8 million of capitalized cost summarized above includes both lease consideration valued at $2.0 million and transaction costs incurred of $0.4 million.
During the third quarter of 2018, the Company recognized $0.2 million of imputed income related to the lease as well as by $0.9 million of depreciation on leased assets in “Other operating (income) expense, net.”
Schedule of asset acquisition
The assets acquired in connection with the acquisition were recorded by the Company at their estimated relative fair values as follows:
(Dollars in thousands)
August 28, 2018
Land
$
6,104

Buildings
8,401

Machinery and equipment
18,616

Equipment in process
12,633

Total property, plant and equipment
$
45,754