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Goodwill and Intangible Assets
9 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

6. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company’s methodology for allocating the purchase price relating to an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the consideration transferred over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed.

 

To test goodwill for impairment, the Company first performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company does not proceed to perform a quantitative impairment test. If the Company concludes it is more likely than not that the fair value of the reporting unit is less than its carrying value, a quantitative goodwill impairment test will be performed by comparing the fair value of each reporting unit to its carrying value. A quantitative impairment analysis, if necessary, considers the income approach, which requires estimates of the present value of expected future cash flows to determine a reporting unit’s fair value. Significant estimates include revenue growth rates and operating margins used to calculate projected future cash flows, discount rates, and future economic and market conditions. A goodwill impairment charge is recognized for the amount by which the reporting unit’s fair value is less than its carrying value. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The process of evaluating the potential impairment of goodwill and intangible assets requires significant judgment. The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

In connection with the divestiture of certain Ham-Let subsidiaries during fiscal year 2022, the Company wrote off goodwill and intangible assets, net, of $19.7 million and $27.8 million, respectively.

Details of aggregate goodwill of the Company are as follows:

 

(In millions)

 

Products

 

 

Services

 

 

Total

 

Balance at December 31, 2021

 

$

196.5

 

 

$

73.5

 

 

$

270.0

 

Adjustments

 

 

(1.5

)

 

 

 

 

 

(1.5

)

Divestiture of subsidiaries

 

 

(19.7

)

 

 

 

 

 

(19.7

)

Balance at September 30, 2022

 

$

175.3

 

 

$

73.5

 

 

$

248.8

 

Intangible Assets

Intangible assets are generally recorded in connection with a business acquisition. The Company evaluates the useful lives of its intangible assets each reporting period to determine whether events and circumstances require revising the remaining period of amortization. In addition, the Company reviews indefinite lived intangible assets for impairment when events or changes in circumstances indicate their carrying value may not be recoverable and tests definite lived intangible assets at least annually for impairment. Management considers such indicators as significant differences in product demand from the estimates, changes in the competitive and economic environment, technological advances, and changes in cost structure.

Details of intangible assets were as follows:

 

 

 

 

As of September 30, 2022

 

 

As of December 31, 2021

 

 

 

 

Gross

 

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

 

Useful Life

 

Carrying

 

 

Accumulated

 

 

Carrying

 

 

Carrying

 

 

Accumulated

 

 

Carrying

 

(Dollars in millions)

(in years)

 

Amount

 

 

Amortization

 

 

Value

 

 

Amount

 

 

Amortization

 

 

Value

 

Customer relationships

6 - 10

 

$

172.0

 

 

$

(77.8

)

 

$

94.2

 

 

$

188.4

 

 

$

(66.9

)

 

$

121.5

 

Tradenames

4 - 6*

 

 

32.5

 

 

 

(19.8

)

 

 

12.7

 

 

 

36.8

 

 

 

(17.5

)

 

 

19.3

 

Intellectual property/know-how

7 - 15

 

 

37.7

 

 

 

(14.9

)

 

 

22.8

 

 

 

49.4

 

 

 

(13.1

)

 

 

36.3

 

Recipes

20

 

 

73.2

 

 

 

(14.9

)

 

 

58.3

 

 

 

73.2

 

 

 

(12.2

)

 

 

61.0

 

Standard operating procedures

20

 

 

8.6

 

 

 

(1.8

)

 

 

6.8

 

 

 

8.6

 

 

 

(1.4

)

 

 

7.2

 

Backlog

1

 

 

3.1

 

 

 

(3.1

)

 

 

 

 

 

4.3

 

 

 

(3.9

)

 

 

0.4

 

Total

 

 

$

327.1

 

 

$

(132.3

)

 

$

194.8

 

 

$

360.7

 

 

$

(115.0

)

 

$

245.7

 

* The Company concluded that the asset life of UCT tradename of $9.0 million is indefinite and is therefore not amortized but is reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.

The Company amortizes its intangible assets on a straight-line or accelerated basis over the estimated economic life of the assets. Amortization expense was approximately $7.0 million and $23.1 million for the three and nine months ended September 30, 2022, respectively and $9.5 million and $23.9 million for the three and nine months ended September 24, 2021, respectively. Amortization expense related to recipes, standard operating procedures and certain intellectual property/know-how is charged to cost of revenues and the remainder is charged to general and administrative expense. As of September 30, 2022, future estimated amortization expense is expected to be as follows:

 

 

 

Amortization

 

(In millions)

 

Expense

 

2022 (remaining in year)

 

$

6.9

 

2023

 

 

22.5

 

2024

 

 

21.9

 

2025

 

 

19.9

 

2026

 

 

19.0

 

Thereafter

 

 

95.6

 

Total

 

$

185.8