On October 31, 2024, the Company closed its acquisition of Fortemedia, Inc. (“Fortemedia”), a global company that focuses on developing high-quality solutions and semiconductor products that provide advanced voice processing technologies to enhance human-to-human and human-to-machine voice communication quality and efficiencies. The Company acquired Fortemedia to expand its product portfolio and enhance the Company’s footprint in advanced voice processing technologies, primarily targeted at the automotive and computer markets.

The Company acquired 100% of the outstanding interest of Fortemedia for a total aggregate purchase price of $60.4 million and total net consideration of $52.6 million after adjusting for cash acquired. The purchase price was funded with cash on hand. The Company incurred acquisition costs of approximately $1.1 million that were recognized in SG&A.

The acquisition was accounted for as a business combination in accordance with ASC 805, Business Combinations. Treatment as a business combination is based upon the following primary considerations: the counterparties in the transaction are not under common control with the Company, there is no concentration of substantially all the fair value of assets acquired in a single asset or group of similar assets, and Fortemedia had substantive processes that contributed to the ability to produce outputs, including an organized workforce which was acquired. The following table summarizes the preliminary purchase price allocation:


Fair value of consideration transferred	$	60,378

Estimated fair value of assets acquired:
Cash and cash equivalents		7,803
Accounts receivable		1,898
Inventories		1,845
Prepaid expenses and other current assets		2,324
Property, plant, and equipment		5,388
Intangible assets		19,000
Other long-term assets		3,799
Total assets acquired		42,057

Estimated fair value of liabilities assumed:
Accounts payable		381
Accrued liabilities and other		7,437
Income tax payable		64
Deferred taxes		412
Other long-term liabilities		9,728
Total liabilities assumed		18,022
Total identifiable net assets		24,035
Goodwill		36,343
Fair value of consideration transferred	$	60,378

The excess of the total equity value of Fortemedia over net assets acquired was recorded as goodwill. The goodwill is primarily attributable to the synergies expected to arise after the acquisition. None of the goodwill is expected to be deductible for tax purposes.

The intangible assets acquired as a result of the acquisition consisted of developed technologies and customer relationships, both of which will be amortized over the remaining useful life. The fair value of developed technologies were valued using a Multi-Period Excess Earnings method. The Multi-Period Excess Earning method model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets. The fair value was determined to be $13.0 million and will be amortized over a four-year period. The customer relationships were valued using the With and Without method. The With and Without method calculates the value of an intangible asset by comparing the estimated value of a business with the asset in place to the estimated value of the same business without the asset, with the difference representing the value of the asset itself. The fair value was determined to be $6.0 million and will be amortized over a one-year period.

U.S. GAAP permits companies to complete the final determination of the fair values during the measurement period from the acquisition date. Certain tax impacts of the acquisition will necessitate the use of this measurement period to adequately analyze and assess impacts to the opening balance sheet. A final determination of the assets acquired and liabilities assumed has not been completed.


	Twelve Months Ended December 31,
	2024		2023
Net sales	$	1,334,446	$	1,693,230
Net income		49,465		218,815
Net income attributable to common stockholders		42,647		215,349
Earnings per share - basic	$	0.92	$	4.70
Earnings per share - diluted	$	0.92	$	4.65

The unaudited pro forma consolidated results of operations do not purport to be indicative of the results that would have been obtained if the above acquisition occurred as of the dates indicated or of those results that may be obtained in the future. The unaudited pro forma consolidated results for the twelve months ended December 31, 2024, include adjustments that result in an increase to amortization and depreciation of $2.5 million, net of tax.

On June 3, 2022, the Company completed the acquisition of onsemi’s wafer fabrication facility and operations located in South Portland, Maine (“SPFAB”). SPFAB was purchased to provide additional 200mm wafer fabrication capacity for analog products to accelerate the Company’s growth initiatives in the automotive and industrial end markets. This US-based facility, together with the Company’s existing wafer fabrication facilities in Asia and Europe, will further enhance the Company’s global manufacturing operations. The Company recorded the purchase of SPFAB as a business combination. Total consideration paid by the Company was $80.4 million and was funded by existing cash and advances under the revolving portion of our U.S. Credit Agreement. The SPFAB facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill is assigned to the standard semiconductor products segment and will not be tax deductible. The Company also incurred acquisition costs of approximately $0.5 million that were recognized in selling, general and administrative expense. The table below sets forth the fair value of the assets and liabilities recorded in the SPFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Due to a lack of data we are unable to provide historical financial pro forma data.


Assets
Spare parts and inventories	$	1,257
Prepaid expenses		257
Property, plant, and equipment		77,825
Goodwill		1,069
Total assets purchased	$	80,408