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Business Combination
12 Months Ended
Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
Business Combination BUSINESS COMBINATION
The Company completed the ITS Acquisition on the ITS Acquisition Date for a purchase consideration of $129,071, inclusive of working capital adjustments, or $126,877 net of cash acquired, which it funded entirely from cash on hand. ITS designs and produces high-performance consumables used to optimize critical semiconductor testing processes, thus expanding CMC’s product offerings. ITS is included in the material technologies business within our Electronic Materials business segment. The ITS Acquisition was accounted for using the acquisition method of accounting, and ITS’s results of operations are included in our Consolidated Statements of (Loss) Income and Consolidated Statements of Comprehensive (Loss) Income from the ITS Acquisition Date. The ITS Acquisition would not have materially affected the Company’s results of operations or financial position for any periods presented. In fiscal 2021, acquisition and integration-related expenses for the ITS Acquisition were not material.
The Company allocated $81,960 and $37,200 of the purchase price to goodwill and intangible assets, respectively. The goodwill is primarily attributable to anticipated revenue growth from the combined company product portfolio and is expected to be deductible for income tax purposes.
The following table sets forth the components of identifiable intangible assets acquired in the ITS Acquisition:
Fair ValueEstimated Useful Life
(years)
Amortization Method
Technology and know-how$25,400 10Straight-line
Customer relationships8,100 20Accelerated
Trade name3,700 10Straight-line
Total intangible assets$37,200 
The intangible assets subject to amortization have a weighted average useful life of 12.2 years.
The fair value of acquired identifiable intangible assets was determined using Level 3 inputs for the “income approach” on an individual asset basis. The key assumptions used in the calculation of the discounted cash flows include projected revenue, operating expenses, and obsolescence rate. The valuations and the underlying assumptions have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations.
The purchase price allocation for the ITS Acquisition was finalized during the fourth quarter of fiscal 2021.
The Company completed the KMG Acquisition on the KMG Acquisition Date, and KMG’s results of operations have been included in our Consolidated Statements of (Loss) Income and Consolidated Statements of Comprehensive (Loss) Income from that date.