Acquisitions (Tables) - ASP Henry Holdings, Inc.

6 Months Ended

Jun. 30, 2022

Acquisitions

Unaudited Combined Pro Forma Information

The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below:

	Unaudited Pro Forma
(in millions)	Three Months Ended June 30, 2021		Six Months Ended June 30, 2021
Revenues	$	1,324.3	$	2,378.9
Income from continuing operations	100.5		150.0

Summary of Consideration Transferred and the Allocation of the Consideration to Acquired Assets and Assumed Liabilities

The following table summarizes the consideration transferred to acquire Henry and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation for all acquired assets and liabilities.

	Preliminary Allocation		Measurement Period Adjustments		Preliminary Allocation
(in millions)	As of 9/1/2021				As of 6/30/2022
Total cash consideration transferred	$	1,608.2	$	(2.6)	$	1,605.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	34.3		—		34.3
Receivables, net	79.0		—		79.0
Inventories	59.4		(7.9)		51.5
Prepaid expenses and other current assets	10.5		0.2		10.7
Property, plant and equipment	53.6		8.2		61.8
Intangible assets	735.1		445.9		1,181.0
Other long-term assets	3.6		8.3		11.9
Accounts payable	(77.9)		2.2		(75.7)
Accrued and other current liabilities	(28.7)		(0.4)		(29.1)
Short-term debt	(1.0)		—		(1.0)
Contract liabilities	(2.6)		—		(2.6)
Other long-term debt	(0.8)		—		(0.8)
Other long-term liabilities	(5.9)		(9.8)		(15.7)
Deferred income taxes	(153.4)		(107.8)		(261.2)
Total identifiable net assets	705.2		338.9		1,044.1
Goodwill	$	903.0	$	(341.5)	$	561.5

Acquired Definite-lived Intangible Assets

The preliminary fair value and weighted average useful lives of the acquired intangible assets are as follows:

(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	914.0	18
Technologies	46.5		11
Software	0.1		4
Indefinite-lived trade name	220.4		N/A
Total	$	1,181.0