Note 3. Acquisitions

NN Life Sciences – Vandalia LLC, Formerly Known as DRT Medical, LLC

On October 2, 2017, we acquired 100% of the membership interests of DRT Medical, LLC, which we subsequently renamed NN Life Sciences – Vandalia, LLC (“Vandalia”) for approximately $38.7 million in cash, after preliminary working capital post-closing adjustments of $0.3 million. Vandalia is a supplier of precision manufactured medical instruments and orthopedic implants with locations in Ohio and Pennsylvania. Operating results of Vandalia after the acquisition date are included in our PEP segment. We accounted for the Vandalia acquisition using the acquisition method of accounting. The preliminary allocation of the purchase price was determined by management with the assistance of third-party valuation specialists and was based on estimates of the fair value of assets acquired and liabilities assumed as of October 2, 2017. The purchase price allocation for the acquisition is preliminary and subject to completion of working capital adjustments. The following table summarizes the components of the preliminary purchase price allocation for the Vandalia Acquisition.


Fair value of assets acquired and liabilities assumed	As of October 2, 2017
Current assets	$	10,166
Property, plant and equipment		13,981
Intangible assets subject to amortization		6,900
Other non-current assets		29
Goodwill		9,452

Total assets acquired		40,528

Current liabilities		1,794

Total liabilities assumed		1,794

Net assets acquired	$	38,734

A combination of income, market, and cost approaches were used for the valuation where appropriate, depending on the asset or liability being valued. Valuation inputs in these models and analyses gave consideration to market participant assumptions. Acquired intangible assets are primarily customer relationships, and trade names. As of December 31, 2017, intangible assets in connection with Vandalia were $6.9 million.

In connection with the Vandalia acquisition, we recorded goodwill, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of liabilities assumed. As of December 31, 2017, goodwill in connection with Vandalia was approximately $9.5 million. The goodwill is attributed primarily to the assembled workforce. All of the goodwill is expected to be deducted for tax purposes.

Property, plant and equipment acquired primarily included machinery and equipment for use in manufacturing operations. Additionally, manufacturing sites and related facilities including leasehold improvements were acquired. Property, plant and equipment has been valued using both the cost approach and the market approach supported where available by observable market data which includes consideration of obsolescence. Intangible assets have been valued using the relief from royalty and multi-period excess earnings methods, both forms of the income approach supported by market data.

We incurred approximately $0.3 million in acquisition related costs with respect to Vandalia during the year ended December 31, 2017. Transaction costs were expensed as incurred and are included in the “Acquisition related costs excluded from selling, general and administrative expense” line item in the Consolidated Statements of Operations and Comprehensive Income (Loss). As required by the acquisition method of accounting, acquired inventories were recorded at their estimated fair value. Beginning October 2, 2017, our consolidated results of operations include the results of Vandalia. Since the date of the acquisition, sales revenue of $6.7 million and loss from continuing operations of $0.5 million has been included in our consolidated financial statements.

Precision Engineered Products Holdings, Inc.

We completed the acquisition (the “PEP Acquisition”) of Precision Engineered Products Holdings, Inc. (“PEP”) on October 19, 2015. During 2016, we finalized all issues related to customary working capital adjustments, fixed assets and income taxes. The changes primarily arose from differences noted during acquisition integration and finalizing return to provision adjustments. As a result, we adjusted the preliminary allocation of the purchase price initially recorded at the PEP Acquisition date to reflect these measurement period adjustments.

The following table summarizes the final purchase price allocation for the PEP Acquisition.


	As of December 31, 2015		Subsequent Adjustments to fair value			Final as of September 30, 2016
Consideration:
Cash paid	$	621,196	$	—		$	621,196
Cash adjustment		—		(1,635	)		(1,635	)

Total consideration	$	621,196	$	(1,635	)	$	619,561

Fair value of assets acquired and liabilities assumed on October 19, 2015:
Current assets	$	69,331	$	452		$	69,783
Property, plant and equipment		56,163		(962	)		55,201
Intangible assets subject to amortization		240,490		—			240,490
Other non-current assets		1,500		—			1,500
Goodwill (1)		372,709		(1,805	)		370,904

Total assets acquired		740,193		(2,315	)		737,878

Current liabilities (2)		21,354		—			21,354
Non-current deferred tax liabilities (3)		95,435		(680	)		94,755
Other non-current liabilities (4)		2,208		—			2,208

Total liabilities assumed		118,997		(680	)		118,317

Net assets acquired	$	621,196	$	(1,635	)	$	619,561

(1)	Goodwill includes $8.3 million of prior period revisions (Note 1 and Note 21).

(2)	Current liabilities include $0.2 million of prior period revisions (Note 1 and Note 21).

(3)	Non-current deferred tax liabilities include $7.9 million of prior period revisions (Note 1 and Note 21).

(4)	Other non-current liabilities include $0.2 million of prior period revisions (Note 1 and Note 21).