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Acquisition
9 Months Ended
Sep. 26, 2020
Business Combinations [Abstract]  
Business Combination Disclosure ACQUISITIONS
Global Measurement Technologies, Inc.
On July 10, 2020, the Company acquired Global Measurement Technologies, Inc. (“GMTI”), an analytical instrument provider for critical processes in semiconductor production, and its manufacturing partner Clean Room Plastics, Inc. GMTI reports into the Advanced Materials Handling segment of the Company. The acquisition was accounted for under the acquisition method of accounting, and GMTI’s results of operations are included in the Company’s condensed consolidated financial statements as of and since July 10, 2020. Costs associated with the acquisition of GMTI were $0.4 million and $1.0 million for the three and nine months ended September 26 2020, respectively, 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 GMTI includes cash consideration of $36.3 million, net of cash acquired, which was funded from the Company’s existing cash on hand.
The purchase price of GMTI exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $16.1 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 September 26, 2020, the Company finalized its fair value determination of the assets acquired and the liabilities assumed. The following table summarizes the final allocations of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition, respectively:
(In thousands):July 10, 2020
Trade accounts and note receivable, net$937 
Inventories, net1,079 
Identifiable intangible assets18,180 
Right-of-use assets337 
Accounts payable and accrued liabilities(28)
Short-term lease liability(150)
Long-term lease liability(187)
Net assets acquired20,168 
Goodwill16,099 
Total purchase price, net of cash acquired$36,267 
The Company recognized the following finite-lived intangible assets as part of the acquisition of GMTI:
(In thousands)AmountWeighted
average life in
years
Developed technology$3,570 6.5
Trademarks and trade names1,010 11.5
Customer relationships13,600 15.5
$18,180 13.5
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 nine months ended September 26, 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 $2.0 million and $2.3 million for the three and nine months ended September 28, 2019, respectively, 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) a $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 $49.5 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 quarter ended September 26, 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 September 26, 2020, respectively.
(In thousands):As of September 17, 2019As of September 26, 2020
Trade accounts and note receivable, net$3,455 $3,455 
Inventories, net4,242 4,459 
Other current assets202 739 
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)(5,217)
Short-term lease liability— (88)
Long-term lease liability— (107)
Noncurrent deferred tax liabilities(10,890)(3,751)
Other noncurrent liabilities— (3,270)
       Net assets acquired47,802 23,318 
Goodwill25,212 49,480 
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
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 $2.9 million and $4.0 million for the three and nine months ended September 28, 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 nine months ended September 28, 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