ACQUISITION

On January 16, 2015, NCI Group, Inc., a wholly-owned subsidiary of the Company, and Steelbuilding.com, LLC, a wholly owned subsidiary of NCI Group, Inc., completed the acquisition of CENTRIA (the “CENTRIA Acquisition”), a Pennsylvania general partnership (“CENTRIA”), pursuant to the terms of the Interest Purchase Agreement, dated November 7, 2014 (“Interest Purchase Agreement”) with SMST Management Corp., a Pennsylvania corporation, Riverfront Capital Fund, a Pennsylvania limited partnership, and CENTRIA. NCI acquired all of the general partnership interests of CENTRIA in exchange for $255.8 million in cash. The purchase price is subject to a post-closing adjustment to net working capital as provided in the Interest Purchase Agreement. The purchase price was funded through the issuance of $250.0 million of new indebtedness. See Note 12 — Long-Term Debt and Note Payable. CENTRIA is now an indirect, wholly-owned subsidiary of NCI.

Accordingly, the results of CENTRIA’s operations from January 16, 2015 are included in our consolidated financial statements. For the period from January 16, 2015 to August 2, 2015, CENTRIA contributed revenue of $121.1 million and operating loss of $3.7 million. CENTRIA is a leader in the design, engineering and manufacturing of architectural insulated metal panel (“IMP”) wall and roof systems and a provider of integrated coil coating services for the nonresidential construction industry. CENTRIA operates four production facilities in the United States and a manufacturing facility in China.

We report on a fiscal year that ends on the Sunday closest to October 31. CENTRIA previously reported on a calendar year that ended December 31. In accordance with ASC Topic 805, "Business Combinations", the unaudited pro forma financial information for the three and nine month periods ended August 2, 2015 and August 3, 2014 assumes the acquisition was completed on November 4, 2013, the first day of fiscal year 2014.

This unaudited pro forma financial information does not necessarily represent what would have occurred if the transaction had taken place on the dates presented and should not be taken as representative of our future consolidated results of operations. The unaudited pro forma financial information includes adjustments for interest expense to match the new capital structure and amortization expense for identified intangibles. In addition, acquisition related costs and $16.1 million of transaction costs incurred by the seller are excluded from the unaudited pro forma financial information. We expect to realize operating synergies from supply chain optimization, cost reductions, alignment of purchase terms and logistics and pricing optimization. The pro forma information does not reflect these potential synergies or expense reductions.

The following table shows our unaudited pro forma financial information for the three and nine month periods ended August 2, 2015 and August 3, 2014 (in thousands, except per share amounts):



	Unaudited Pro Forma
	Fiscal Three Months Ended				Fiscal Nine Months Ended
	August 2, 2015		August 3, 2014		August 2, 2015			August 3, 2014
Sales	$	420,789	$	425,000	$	1,148,348		$	1,145,484
Net income (loss) applicable to common shares	7,547		3,368		(3,727		)	(11,718		)
Income (loss) per common share
Basic	0.10		0.05		(0.05		)	(0.16		)
Diluted	$	0.10	$	0.05	$	(0.05	)	$	(0.16	)

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as part of the CENTRIA Acquisition as of January 16, 2015. The fair value of all assets acquired and liabilities assumed are preliminary and the final determination of any required acquisition method adjustments will be made upon the completion of our fair value assessments. As a result, the initial purchase price allocations may be adjusted for changes in estimates of the fair value of assets acquired and liabilities assumed.



(In thousands)	January 16, 2015
Current assets	$	83,453
Property, plant and equipment	34,127
Intangible assets	93,030
Assets acquired	$	210,610
Current liabilities	$	64,331
Other liabilities	8,893
Liabilities assumed	$	73,224
Fair value of net assets acquired	$	137,386
Total consideration paid	255,841
Goodwill	$	118,455

The amount allocated to intangible assets was attributed to the following categories (in thousands):



			Useful Lives
Backlog	$	8,000	9 months
Trade names	15,620		15 years
Customer lists and relationships	69,410		20 years
	$	93,030

These intangible assets are amortized on a straight-line basis.

The excess of the purchase price over the fair values of assets acquired and liabilities assumed was allocated to goodwill. We include the results of the CENTRIA Acquisition in the metal components segment. Goodwill of $118.5 million was recorded in our metal components segment. Additionally, because the entity acquired was treated as a partnership for tax purposes, the tax basis of the acquired assets and liabilities has been adjusted to their fair value and goodwill will be deductible for tax purposes.

For all of our intangibles, including those recently acquired as part of the CENTRIA Acquisition and from prior acquisitions, the weighted average estimated useful life is 17.5 years. We recognized $11.2 million in amortization expense for all intangibles during the nine months ended August 2, 2015. Total accumulated amortization was $31.7 million at August 2, 2015. We expect to recognize amortization expense over the next five fiscal years as follows (in millions):



August 3, 2015 to November 1, 2015	$	3,921
2016	7,905
2017	7,905
2018	7,905
2019	7,905