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Business Combinations
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Combinations

Note 3 – Business Combinations

For the year ended December 31, 2020, we completed various acquisitions for which consideration was immaterial on an individual basis and in aggregate.

Maxwell Acquisition

On May 16, 2019 (the “Acquisition Date”), we completed our strategic acquisition of Maxwell Technologies, Inc. (“Maxwell”), an energy storage and power delivery products company, for its complementary technology and workforce. Pursuant to the related Agreement and Plan of Merger, each issued and outstanding share of Maxwell common stock was converted into 0.0965 (the “Exchange Ratio”) shares of our common stock, as adjusted to give effect to the Stock Split. In addition, Maxwell’s stock option awards and restricted stock unit awards were assumed by us and converted into corresponding equity awards in respect of our common stock based on the Exchange Ratio, with the awards retaining the same vesting and other terms and conditions as in effect immediately prior to the acquisition.

Fair Value of Purchase Consideration

The Acquisition Date fair value of the purchase consideration was $207 million (as adjusted to give effect to the Stock Split, 4,514,840 shares issued at $45.90 per share, the opening price of our common stock on the Acquisition Date).

Fair Value of Assets Acquired and Liabilities Assumed

 

We accounted for the acquisition using the purchase method of accounting for business combinations under ASC 805, Business Combinations. The total purchase price was allocated to the tangible and identifiable intangible assets acquired and liabilities based on their estimated fair values as of the Acquisition Date.  

Fair value estimates are based on a complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions. The judgments used to determine the estimated fair value assigned to each class of assets acquired and liabilities assumed, as well as asset lives and the expected future cash flows and related discount rates, can materially impact our consolidated financial statements. Significant inputs used for the model included the amount of cash flows, the expected period of the cash flows and the discount rates.

The allocation of the purchase price was based on management’s estimate of the Acquisition Date fair values of the assets acquired and liabilities assumed, as follows (in millions):

 

Assets acquired:

 

 

 

 

Cash and cash equivalents

 

$

32

 

Accounts receivable

 

 

24

 

Inventory

 

 

32

 

Property, plant and equipment, net

 

 

27

 

Operating lease right-of-use assets

 

 

10

 

Intangible assets

 

 

105

 

Prepaid expenses and other assets, current and non-current

 

 

3

 

Total assets acquired

 

 

233

 

Liabilities and equity assumed:

 

 

 

 

Accounts payable

 

 

(10

)

Accrued liabilities and other

 

 

(28

)

Debt and finance leases, current and non-current

 

 

(44

)

Deferred revenue, current

 

 

(1

)

Other long-term liabilities

 

 

(14

)

Additional paid-in capital

 

 

(8

)

Total liabilities and equity assumed

 

 

(105

)

Net assets acquired

 

 

128

 

Goodwill

 

 

79

 

Total purchase price

 

$

207

 

 

Goodwill represented the excess of the purchase price over the fair value of the net assets acquired and was primarily attributable to the expected synergies from integrating Maxwell’s technology into our automotive segment as well as the acquired talent. Goodwill is not deductible for U.S. income tax purposes and is not amortized.

Identifiable Intangible Assets Acquired

The determination of the fair value of identified intangible assets and their respective useful lives were as follows (in millions, except for estimated useful life):

 

 

 

Fair Value

 

 

Useful Life

(in years)

 

Developed technology

 

$

102

 

 

 

9

 

Customer relations

 

 

2

 

 

 

9

 

Trade name

 

 

1

 

 

 

10

 

Total intangible assets

 

$

105

 

 

 

 

 

 

Maxwell’s results of operations since the Acquisition Date have been included within the automotive segment. Standalone and pro forma results of operations have not been presented because they were not material to the consolidated financial statements.

Other 2019 Acquisitions

During the year ended December 31, 2019, we completed various other acquisitions generally for the related technology and workforce. Total consideration for these acquisitions was $96 million, of which $80 million was paid in cash. In aggregate, $36 million was attributed to intangible assets, $51 million was attributed to goodwill within the automotive segment, and $9 million was attributed to net assets assumed. Goodwill is not deductible for U.S. income tax purposes. The identifiable intangible assets were related to purchased technology, with estimated useful lives of one to nine years.

Standalone and pro forma results of operations have not been presented because they were not material to the consolidated financial statements, either individually or in aggregate.