BUSINESS COMBINATION (Tables)

12 Months Ended

Dec. 31, 2022

Business Combination and Asset Acquisition [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table sets forth the preliminary and final components of the fair value of total consideration transferred and net assets acquired. Measurement period adjustments were recognized in the period in which the adjustments were determined and calculated as if the accounting had been completed as of the acquisition date.

	Preliminary		Measurement Period Adjustments		Final
	December 23, 2021				December 31, 2022
Cash, including cash acquired(1)	$	268,654	$	2,034	$	270,688
Equity	21,716		—		21,716
Future contractual consideration to be paid(2)	—		1,110		1,110
Total fair value of consideration transferred	290,370		3,144		293,514
Assets acquired:
Cash and cash equivalents	$	7,654	$	—	$	7,654
Accounts receivable	31,456		—		31,456
Inventories	60,503		—		60,503
Prepaid expenses and other	2,438		(187)		2,251
Property, plant and equipment(3)	17,323		4,770		22,093
Goodwill(4)	141,266		459		141,725
Intangible assets(5)	254,500		—		254,500
Other long-term assets(6)	122		41,858		41,980
Total assets acquired	515,262		46,900		562,162
Liabilities assumed:
Accounts payable	8,792		—		8,792
Other current liabilities(6)	22,520		4,785		27,305
Other long-term liabilities(6)	—		36,876		36,876
Total liabilities assumed	31,312		41,661		72,973
Redeemable noncontrolling interest(7)	193,580		2,095		195,675
Total assets acquired and liabilities assumed	$	290,370	$	3,144	$	293,514

(1) Cash sources of funding included $150,000 in new term loan debt and $118,654 of cash and marketable securities on hand. During the year ended December 31, 2022, working capital estimates at the time of acquisition were finalized. In April 2022, $640 was returned to the Company from the funds previously placed into escrow. In August 2022, the Company paid the prior shareholders of Arcadia $2,674 in additional consideration to compensate for certain tax impacts of the transaction, as provided in the Equity Purchase Agreement.

(2) Represents additional cash consideration to be paid over a three-year time period from the date of acquisition to certain prior shareholders.

(3) Property, plant and equipment primarily consists of the following:

Land	$	1,500
Buildings and improvements	6,451
Manufacturing equipment and tooling	12,634
Furniture, fixtures, and computer equipment	211
Other	1,297
Total property, plant and equipment	$	22,093

The useful lives of property, plant and equipment are consistent with the Company's accounting policies.

(4) Amounts recorded for goodwill resulting in a tax basis step-up are generally expected to be deductible for tax purposes. Tax deductible goodwill is estimated to be $82,847.

(5) Intangible assets consist of $210,500 of customer relationships, $22,000 of trade name, and $22,000 of customer backlog after measurement period adjustments. During the year ended December 31, 2022, the Company reclassified $500 from customer relationships to customer backlog due to changes in purchase price allocation estimates. A useful life of 15 years was assigned to both customer relationships and trade name, while a useful life of 7 months was assigned to customer backlog, and as such, customer backlog was fully amortized as of December 31, 2022.

(6) The measurement period adjustments within "Other long-term assets", "Other current liabilities", and "Other long-term liabilities" primarily relate to $41,219 of right-of-use assets, $4,343 of current lease liabilities, and $36,876 of long-term lease liabilities, respectively. These balances were recorded within the Consolidated Balance Sheet as of December 31, 2021; however, they were excluded from the preliminary purchase price footnote given their immaterial impact on total net assets acquired.

(7) Redeemable noncontrolling interest represents 40% of the total fair value of Arcadia upon acquisition, inclusive of measurement period adjustments.

Schedule of Pro Forma Information

The following unaudited pro forma combined financial information presents combined results of the Company and Arcadia as if the acquisition of Arcadia had occurred at the beginning of fiscal year 2020:

	Year Ended December 31,
	2021		2020
Net sales	$	500,460	$	475,125
Net income attributable to DMC Global Inc. stockholders	$	17,541	$	8,324