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Acquisition
6 Months Ended
Jun. 27, 2020
Business Combinations [Abstract]  
Business Combination Disclosure ACQUISITIONS
Sinmat
On January 10, 2020, the Company acquired Sinmat, a chemical mechanical polishing slurry manufacturer. Sinmat reports into the Specialty Chemicals and Engineered Materials segment of the Company. The acquisition was accounted for under the acquisition method of accounting and Sinmat’s results of operations are included in the Company’s condensed consolidated financial statements as of and since January 10, 2020. Costs associated with the acquisition of Sinmat were $0.7 million for the six months ended June 27, 2020 and were expensed as incurred. These costs are included in the selling, general and administrative expenses in the Company’s condensed consolidated statement of operations. The acquisition does not constitute a material business combination.
The purchase price for Sinmat includes cash consideration of $76.2 million, or $75.6 million net of cash acquired, which was funded from the Company’s existing cash on hand.
The purchase price of Sinmat exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $31.7 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes.
During the quarter ended June 27, 2020, the Company finalized its fair value determination of the assets acquired and the liabilities assumed. The following table summarizes the provisional and final allocations of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition date and as adjusted as of June 27, 2020, respectively:
(In thousands):As of January 10, 2020As of June 27, 2020
Trade accounts and note receivable, net$1,189  $1,189  
Inventories, net1,010  1,010  
Other current assets  
Property, plant and equipment63  63  
Identifiable intangible assets41,680  41,680  
Right-of-use assets1,712  1,712  
Deferred tax asset—  102  
Accounts payable and accrued liabilities(58) (58) 
Short-term lease liability(150) (150) 
Long-term lease liability(1,562) (1,562) 
Net assets acquired43,892  43,994  
Goodwill31,751  31,651  
Total purchase price, net of cash acquired$75,643  $75,645  
The Company recognized the following finite-lived intangible assets as part of the acquisition of Sinmat:
(In thousands)AmountWeighted
average life in
years
Developed technology$7,650  7.0
Trademarks and trade names130  1.3
Customer relationships33,900  15.0
$41,680  13.5
Hangzhou Anow Microfiltration Co., Ltd.
On September 17, 2019, the Company acquired Hangzhou Anow Microfiltration Co., Ltd. (“Anow”), a filtration company for diverse industries including semiconductor, pharmaceutical, and medical. Anow reports into the Microcontamination Control segment of the Company. The acquisition was accounted for under the acquisition method of accounting and Anow’s results of operations are included in the Company’s condensed consolidated financial statements as of and since September 17, 2019. Costs associated with the acquisition of Anow were $0.3 million for the three and six months ended June 29, 2019 and were expensed as incurred. The acquisition does not constitute a material business combination.
The purchase price for Anow is $72.8 million, net of cash acquired. The purchase price includes (1) cash consideration of $73.0 million, or $69.3 million net of cash acquired, which was funded from the Company’s existing cash on hand, and (2) $3.5 million deferred payment due to the seller no earlier than September 18, 2021, at which time either the seller or the Company can exercise its option to receive or pay the deferred payment, respectively.
The purchase price of Anow exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $49.6 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes.
The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition date and as adjusted as of June 27, 2020:
(In thousands):As of September 17, 2019As of June 27, 2020
Trade accounts and note receivable, net$3,455  $3,455  
Inventories, net4,242  4,459  
Other current assets202  794  
Property, plant and equipment8,863  8,257  
Identifiable intangible assets42,179  16,439  
Right-of-use assets—  2,328  
Other noncurrent assets1,565  74  
Accounts payable and accrued liabilities(1,814) (5,022) 
Short-term lease liability—  (88) 
Long-term lease liability—  (107) 
Noncurrent deferred tax liabilities(10,890) (4,129) 
Other noncurrent liabilities—  (3,270) 
       Net assets acquired47,802  23,190  
Goodwill25,212  49,608  
Total purchase price, net of cash acquired$73,014  $72,798  
The change in the allocation of the purchase price is due to the acquisition occurring near the quarter end date of September 29, 2019, which required an estimated allocation of values.
The Company recognized the following finite-lived intangible assets as part of the acquisition of Anow:
(In thousands)AmountWeighted
average life in
years
Developed technology$6,764  6.8
Trademarks and trade names2,019  7.3
Customer relationships7,656  14.3
$16,439  10.3
The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but not later than one year from the acquisition date. The allocation of the purchase price to the assets acquired and the liabilities assumed is complete with the exception of the value allocated to income tax accounts. To the extent that the Company’s estimates require adjustment, the Company will modify the values.
MPD Chemicals
On July 15, 2019, the Company acquired MPD Chemicals (“MPD”), a provider of advanced materials to the specialty chemical, technology, and life sciences industries. MPD reports into the Specialty Chemicals and Engineered Material segment of the Company. The acquisition was accounted for under the acquisition method of accounting and MPD’s results of operations are included in the Company’s condensed consolidated financial statements as of and since July 15, 2019. Costs associated with the acquisition of MPD were $1.1 million for the three and six months ended June 29, 2019 and were expensed as incurred. The acquisition does not constitute a material business combination.
The purchase price for MPD is $162.9 million, net of cash acquired. The purchase price includes (1) cash consideration of $158.4 million, which was funded from the Company’s existing cash on hand, and (2) a fixed deferred payment of $5.0 million that is due on January 15, 2022, recorded at $4.5 million, which represents the fair value of this fixed deferred payment as of the acquisition date.
The fair value of the fixed deferred payment was determined by taking the present value of this fixed deferred payment based on the term and a discount factor. The fixed deferred payment is reflected in pension benefit obligations and other liabilities in the Company’s condensed consolidated balance sheets.
The purchase price of MPD exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $63.2 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes.
During the quarter ended June 27, 2020, the Company finalized its fair value determination of the assets acquired and liabilities assumed. The following table summarizes the provisional and final allocations of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition date and adjusted as of June 27, 2020, respectively:
(In thousands):As of July 15, 2019As of June 27, 2020
Trade accounts and note receivable, net$3,575  $3,575  
Inventories, net21,899  8,689  
Other current assets318  313  
Property, plant and equipment14,571  11,465  
Identifiable intangible assets74,900  79,390  
Right-of-use assets3,677  3,621  
Accounts payable and accrued liabilities(2,440) (1,874) 
Short-term lease liabilities(144) (88) 
Long-term lease liabilities(4,016) (4,016) 
Other noncurrent liabilities(1,416) (1,416) 
       Net assets acquired110,924  99,659  
Goodwill51,457  63,246  
Total purchase price, net of cash acquired$162,381  $162,905  

The Company recognized the following finite-lived intangible assets as part of the acquisition of MPD:
(In thousands)AmountWeighted
average life in
years
Developed technology$12,750  11.0
Trademarks and trade names620  2.0
Customer relationships66,020  17.0
$79,390  16.0
Digital Specialty Chemicals
On March 8, 2019, the Company acquired Digital Specialty Chemicals Limited (“DSC”), a Toronto, Canada-based provider of advanced materials to the specialty chemical, technology, and pharmaceutical industries. DSC reports into the Specialty Chemicals and Engineered Materials segment of the Company. The acquisition was accounted for under the acquisition method of accounting and the results of operations of DSC are included in the Company’s condensed consolidated financial statements as of and since March 8, 2019. Costs associated with the acquisition of DSC were $2.1 million for the three and six months ended June 29, 2019 and were expensed as incurred. These costs were included in selling, general and administrative expense in
the Company’s condensed consolidated statements of operations. The acquisition does not constitute a material business combination.
The purchase price for DSC is $64.1 million, net of cash acquired. The purchase price includes (1) cash consideration of $49.9 million, or $49.4 million net of cash acquired, which was funded from the Company’s existing cash on hand, (2) a fixed deferred payment of $16.1 million that is due on March 31, 2022, recorded at $14.0 million representing the fair value of this fixed deferred payment as of the acquisition date, and (3) an earnout-based contingent consideration of $0.7 million based on the operating performance of DSC for a twelve-month period ending March 31, 2021.
The fair value of the fixed deferred payment was determined by taking the present value of this fixed deferred payment based on the term and a discount factor. The fixed deferred payment is reflected in pension benefit obligations and other liabilities in the Company’s condensed consolidated balance sheets.
Upon closing the acquisition, the Company recorded a contingent consideration obligation of $0.7 million, which represents the fair value of the earnout-based contingent consideration. This amount was estimated based on a Black-Scholes model. Subsequent changes in the fair value of this obligation will be recognized as adjustments to the contingent consideration obligation and reflected within the Company’s condensed consolidated statements of operations.
On December 3, 2019 the Company entered into a settlement agreement to accelerate the fixed deferred payment of $16.1 million to no later than March 8, 2020. This payment was made in the first quarter of 2020. The Company adjusted the fair value of the fixed deferred payment from its fair value to the full value resulting in an additional $1.6 million charge to interest expense in the fourth quarter of 2019 and the liability was adjusted from other long-term liabilities to other accrued liabilities in the condensed consolidated balance sheet as of December 31, 2019. In addition to the acceleration of the fixed deferred payment, it was determined that the earnout-based contingent consideration of $0.7 million will never become owed to the sellers under the original purchase agreement. The Company removed the liability and credited selling, general and administrative expenses in the fourth quarter of 2019.
The purchase price of DSC exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $36.5 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes.
During the year ended December 31, 2019, the Company finalized its fair value determination of the assets acquired and liabilities assumed. The following table summarizes the final allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition:
(In thousands):As of March 8, 2019
Trade accounts and note receivable, net$1,840  
Inventories, net4,307  
Other current assets1,437  
Property, plant and equipment16,654  
Identifiable intangible assets6,870  
Right-of-use assets79  
Deferred tax asset1,066  
Other noncurrent assets28  
Accounts payable and accrued liabilities(2,861) 
Deferred tax liabilities(1,802) 
Long-term lease liability(37) 
       Net assets acquired27,581  
Goodwill36,540  
Total purchase price, net of cash acquired$64,121