Business Combinations and Asset Acquisitions (Tables)

9 Months Ended

Oct. 01, 2022

CMC Materials

Business Acquisition [Line Items]

Schedule of Business Acquisitions by Acquisition, Equity Interest Issued or Issuable

The purchase price of CMC Materials consisted of the following:

(In thousands):
Cash paid to CMC Materials’ shareholders	$	3,836,983
Stock paid to CMC Materials’ shareholders	1,265,690
Repayment of CMC Materials’ indebtedness	918,578
Total purchase price	6,021,251
Less cash and cash equivalents acquired	280,636
Total purchase price, net of cash acquired	$	5,740,615

Schedule of Business Acquisitions, by Acquisition

The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Merger:

(In thousands):	July 6, 2022
Cash and cash equivalents	$	280,636
Accounts receivable and other current assets	206,887
Inventory	256,598
Property, plant and equipment	534,363
Identifiable intangible assets	1,727,119
Other noncurrent assets	44,149
Current liabilities	(213,089)
Deferred tax liabilities and other noncurrent liabilities	(448,550)
Net assets acquired	2,388,113
Goodwill	3,633,138
Total purchase price	$	6,021,251

Business Acquisition, Pro Forma Information

The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of CMC Materials had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. The pro forma information does not include any potential revenue enhancements, cost synergies or other operating efficiencies that could result from the acquisition.

	Three months ended				Nine months ended
(In thousands)	October 1, 2022		October 2, 2021		October 1, 2022		October 2, 2021
Net sales	$	993,828	$	889,268	$	2,974,780	$	2,568,665
Net (loss) income	62,255		51,062		223,030		(230,999)
Per share amounts:
Net (loss) income per common share - basic	$	0.42	$	0.34	$	1.50	$	(1.56)
Net (loss) income per common share - diluted	$	0.42	$	0.34	$	1.44	$	(1.56)

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The fair value of the acquired intangible assets is provisional pending the Company’s review of the valuation report for those assets from a third-party valuation firm. The Company recognized the following provisional finite-lived intangible assets as part of the acquisition of CMC Materials and will be amortized on a straight-line basis:

(In thousands)	Amount		Weighted average life in years
Developed technology	$	1,005,300	6.4
Trademarks and trade names	234,400		14.9
Customer relationships	445,700		18.2
In-process research and development	30,100
Other	11,619		1.2
	$	1,727,119	10.7

Precision Microchemicals

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

During the quarter ended April 2, 2022, the Company finalized its fair value determination of the assets acquired and the 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):	November 30, 2021		As of April 2, 2022
Inventories, net	$	967	$	967
Other current assets	19		19
Identifiable intangible assets	44,910		44,910
Right-of-use assets	1,912		1,912
Property, plant and equipment	1,002		1,002
Other noncurrent assets	18		18
Accounts payable and accrued liabilities	(43)		(30)
Short-term lease liability	(170)		(170)
Long-term lease liability	(1,742)		(1,742)
Net assets acquired	46,873		46,886
Goodwill	42,819		42,824
Total purchase price, net of cash acquired	$	89,692	$	89,710

Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination

The Company recognized the following finite-lived intangible assets as part of the acquisition of the Precision Microchemicals business:

(In thousands)	Amount		Weighted average life in years
Developed technology	$	9,600	9.0
Trademarks and trade names	3,400		15.0
Customer relationships	31,800		15.5
Other	110
	$	44,910	14.1