Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v3.10.0.1
Acquisition
6 Months Ended
Jun. 30, 2018
Business Combinations [Abstract]  
Acquisition
Acquisition
On November 1, 2017, our A.J. Oster subsidiary acquired certain assets and assumed certain liabilities of Alumet. Headquartered in Parsippany, New Jersey, Alumet is a non-ferrous metals service center that provides coated aluminum, aluminum, copper and brass sheet, and strip products to the building and housing and automotive markets through its cut to length, slitting, and coating capabilities. The acquisition of Alumet expands A.J. Oster’s geographic presence into the South and Southeast through Alumet’s facilities in Atlanta and Texas while also providing additional outlets for Alumet’s products through A.J. Oster’s facilities in Chicago and Mexico. The Alumet acquisition was part of our strategic efforts to profitably grow through acquisitions and expands our geographic presence in targeted regions, strengthens our position in the aluminum market, and enhances our position in the non-ferrous metals distribution business. We accounted for the Alumet acquisition as a business combination using the acquisition method in accordance with ASC Topic 805, Business Combinations.
We acquired certain assets and assumed certain liabilities of Alumet for approximately $41.6 million. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:
 
 
As of
(in millions)
 
June 30, 2018
Purchase price to allocate
 
$
41.6

 
 
 
Fair value of assets acquired and liabilities assumed:
 
 
Accounts receivable
 
$
16.9

Inventories
 
30.6

Prepaid expenses and other current assets
 
0.3

Property, plant and equipment
 
5.7

Intangible assets
 
1.7

Other noncurrent assets
 
0.1

Accounts payable
 
(8.1
)
Accrued liabilities
 
(4.0
)
Capital lease liability
 
(1.7
)
Total fair value of assets acquired and liabilities assumed
 
$
41.5

 
 
 
Goodwill
 
$
0.1

The $1.7 million of acquired intangible assets consists of customer relationships of $1.0 million (15-year useful life), trade name of $0.3 million (15-year useful life), non-compete agreements of $0.2 million (2-year useful life), and leasehold interests of $0.2 million (2.5-year useful life). The $0.1 million of goodwill was assigned to the A.J. Oster reporting segment. As we elected to treat the Alumet acquisition as an asset acquisition for tax purposes, the goodwill is deductible for tax purposes over 180 months.
Pro Forma Information
The following unaudited pro forma results of operations reflect the November 1, 2017 Alumet acquisition as if it had occurred on January 1, 2017. The pro forma information is not necessarily indicative of the results that actually would have occurred, nor does it indicate future operating results.
(in millions, except per share data)
Three Months Ended June 30, 2017
 
Six Months Ended June 30, 2017
Net sales:
 
 
 
As reported
$
374.8

 
$
794.3

Pro forma
409.4

 
861.0

Net income attributable to Global Brass and Copper Holdings, Inc.:
 
 
 
As reported
$
15.7

 
$
33.2

Pro forma
17.0

 
35.4

Net income attributable to Global Brass and Copper Holdings, Inc. per common share - Basic:
 
 
 
As reported
$
0.72

 
$
1.54

Pro forma
$
0.78

 
$
1.64

Net income attributable to Global Brass and Copper Holdings, Inc. per common share - Diluted:
 
 
 
As reported
$
0.71

 
$
1.50

Pro forma
$
0.77

 
$
1.60