Note 4 - Acquisitions Manufacturing business of American Railcar Industries, Inc. (ARI) On July 26, 2019, the Company completed its acquisition of the manufacturing business of ARI for a purchase price of approximately $418.3 million. In connection with the acquisition, the Company acquired two railcar manufacturing facilities in Arkansas, as well as other facilities which produce a range of railcar components and parts and create enhanced vertical integration for our manufacturing operations. The purchase price includes approximately $8.0 million for capital expenditures on railcar lining operations and other facility improvements. Included in the acquisition were equity interests in two railcar component manufacturing businesses which Greenbrier will account for under the equity method of accounting and recognize at their respective fair value as investments in unconsolidated affiliates. The purchase price was funded by, and consisted of, a combination of cash on hand, the proceeds of a $300 million secured term loan, the issuance to the seller of a $50 million senior convertible note and a payable to the seller for a working capital true-up amount (See Note 14  Notes Payable, net). For the year ended August 31, 2019, the operations contributed by ARIs manufacturing business generated revenues of $43.0 million and a loss from operations of $1.6 million, which are reported in the Companys consolidated financial statements as part of the Manufacturing segment. The preliminary purchase price of the net assets acquired from ARI was allocated as follows: (in thousands) Accounts receivable, net $ 28,257 Inventories 98,227 Property, plant and equipment, net 225,045 Investments in unconsolidated affiliates 40,314 Intangibles and other assets, net 36,785 Goodwill 56,816 Total assets acquired 485,444 Total liabilities assumed 67,174 Net assets acquired $ 418,270 The above purchase price allocation, including the residual amount allocated to goodwill, are based on preliminary information and is subject to change as additional information is obtained related to the amounts allocated to the assets acquired and liabilities assumed. As a result of the proximity of the acquisition date to August 31, 2019 and as we did not acquire 100% of ARI, the amounts of all assets acquired and liabilities assumed are preliminary. During the measurement period, which may extend up to 12 months after the date of acquisition, the Company will adjust these assets and liabilities if new information is obtained about the facts and circumstances that existed as of the acquisition date and revised amounts will be recorded as of that date. The effect of measurement period adjustments to the estimated amounts will be reflected on a prospective basis. The identified intangible assets assumed in the acquisition were recognized as follows: (In thousands) Fair value Weighted average estimated useful life (in years) Trademarks and patents $ 19,500 9 Customer and supplier relationships 16,071 7 Identified intangible assets subject to amortization 35,571 Other identified intangible assets not subject to amortization 860 Total identified intangible assets $ 36,431 In accordance with ASC 805, the following unaudited pro forma financial information summarizes the combined operating results of Greenbrier and ARIs manufacturing business as if the acquisition of ARIs manufacturing business occurred on September 1, 2017. In addition, this pro forma financial information includes acquisition-related adjustments including depreciation expense to reflect the increased fair value of property, plant and equipment, amortization expense related to identified intangible assets, interest expense on the $50 million convertible senior note and $300 million senior term debt issued, and the related income tax effects. This pro forma financial information is presented for informational purposes only and does not include adjustments relating to the Companys expected cost-savings and other synergies, and as such, is not indicative of the results of operations that would have been achieved if the acquisition had occurred on September 1, 2017 or of results that may occur in the future. As of August 31, (In thousands, except per share amounts) 2019 2018 Revenue $ 3,462,255 $ 2,893,400 Net earnings attributable to Greenbrier $ 57,284 $ 137,399 Basic earnings per common share $ 1.76 $ 4.45 Diluted earnings per common share $ 1.73 $ 4.25 GBW On August 20, 2018, the Company entered into a dissolution agreement with Watco Companies, LLC, its previous joint venture partner, to discontinue their GBW Railcar Services railcar repair joint venture. Pursuant to the dissolution agreement, previously operated Greenbrier repair shops and associated employees returned to the Company. Additionally, the dissolution agreement provides that certain agreements entered into in connection with the original creation of GBW in 2014 were terminated as of the transaction date, including the leases of real and personal property, service agreements, and certain employment-related agreements. As the assets received and liabilities assumed from GBW meet the definition of a business, the Company has accounted for this transaction as a business combination. The total net assets acquired were approximately $57.6 million. Additionally, the Company removed the book value of its remaining equity method investment in, and note receivable due from, the joint venture. For the year ended August 31, 2019, the Repair operations generated consolidated revenues of $87.5 million and a loss from operations of $24.9 million, which are reported in the Companys consolidated financial statements as part of the Wheels, Repair &amp; Parts segment. This loss from operations includes $10.0 million of non-cash impairment loss from goodwill. See Note 9  Goodwill. Greenbrier Astra Rail On June 1, 2017, Greenbrier and Astra Holding GmbH (Astra) contributed its European operations to a newly formed company, Greenbrier-Astra Rail (GAR), a Europe-based freight railcar manufacturing, engineering and repair business. As consideration for an approximate 75% controlling interest, Greenbrier agreed to pay Astra 30 million at closing, an additional 30 million which was paid on June 1, 2018 and issue an approximate 25% noncontrolling interest in the new company. The total net assets acquired of $115.8 million includes $38.3 million representing the fair value of the noncontrolling interest at the acquisition date. Astra also received a put option to sell its entire noncontrolling interest to Greenbrier at an exercise price equal to the higher of fair value or a defined EBITDA multiple as measured on the exercise date. The option is exercisable 30 days prior to and up until June 1, 2022. Due to Astras redemption right under the put option, the noncontrolling interest has been classified as a Contingently redeemable noncontrolling interest in the mezzanine section of the Consolidated Balance Sheets. The carrying value of the noncontrolling interest cannot be less than the maximum redemption amount, which is the amount Greenbrier will settle the put option for if exercised. Adjustments to reconcile the carrying value to the maximum redemption amount are recorded to retained earnings. For the year ended August 31, 2019 and 2018, the European operations contributed by Astra generated revenues of $150.3 million and $136.8 million, respectively, and a loss from operations of $19.4 million and $11.5 million, respectively, which are reported in the Companys consolidated financial statements as part of the Manufacturing segment. The purchase price of the net assets acquired from Astra was allocated as follows: (in thousands) Cash and cash equivalents $ 6,562 Accounts receivable, net 10,984 Inventories 30,454 Property, plant and equipment, net 75,296 Intangibles and other assets, net 17,300 Goodwill 25,746 Total assets acquired 166,342 Accounts payable and accrued liabilities 17,879 Deferred income taxes 7,292 Deferred revenue 964 Notes payable, net 24,382 Total liabilities assumed 50,517 Net assets acquired $ 115,825 On August 2, 2018, GAR entered in to an agreement with Rayvag Vagon Sanavi ve Ticaret A.S. (Rayvag) to take an approximately 68% ownership stake in Rayvag. Rayvag is a railcar manufacturer and provider of railcar repair and parts services based in Adana, Turkey. The amount paid to acquire the 68% ownership stake in Rayvag was not material to the Companys consolidated financial statements.