Acquisitions (Tables)

9 Months Ended

Sep. 30, 2021

Schedule of unaudited pro forma financial information


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2021		2020		2021		2020
Net sales	$	1,300.2	$	862.0	$	3,863.8	$	2,499.7
Net income (loss)	$	94.1	$	104.0	$	355.1	$	(96.7)
Income (loss) from continuing operations	$	80.4	$	38.4	$	317.1	$	(41.3)

Arkema

Business Acquisition [Line Items]

Schedule of components of the consideration paid



Initial cash purchase price paid ⁽¹⁾	$	1,369.0
Known purchase price adjustment, not yet settled ⁽²⁾		(4.1)
Total purchase price consideration	$	1,364.9

(1)

The PMMA Acquisition had an initial purchase price consideration of $1,370.7 million, of which $1,369.0 million was paid during the second quarter of 2021. This initial purchase price consideration remains subject to customary working capital and other closing adjustments.

(2)

Known purchase price adjustment not yet paid relates primarily to consideration for estimated working capital adjustments and certain assets at the Porto Marghera, Italy manufacturing site which will be legally transferred to Trinseo at a later date due to local transfer restrictions; however, the Company has the benefits and risks of ownership during the period from May 3, 2021 until the site legally transfers. This purchase price consideration is expected to be paid in the fourth quarter of 2021.

Schedule of purchase price allocation


	May 3,
	2021
Cash and cash equivalents	$	10.4
Accounts receivable		19.1
Inventories ⁽¹⁾		78.9
Other current assets		8.7
Property, plant and equipment		255.4
Other intangible assets ⁽²⁾
Customer relationships		326.6
Developed technology		133.0
Tradenames		46.0
Other amortizable intangible assets		0.4
Right-of-use assets - operating		4.1
Deferred charges and other assets		27.9
Total fair value of assets acquired		910.5

Accounts payable		(15.0)
Current lease liabilities - operating		(1.7)
Income taxes payable		(0.3)
Accrued expenses and other current liabilities		(11.3)
Noncurrent lease liabilities - operating		(2.5)
Deferred income tax liabilities		(39.3)
Other noncurrent obligations ⁽³⁾		(23.1)
Total fair value of liabilities assumed		(93.2)
Net identifiable assets acquired		817.3
Purchase price consideration		1,364.9
Goodwill ⁽⁴⁾	$	547.6

(1)

Fair value of finished goods inventory acquired included a step-up in the value of approximately $10.1 million, which was fully amortized during the second quarter of 2021 within "Cost of sales" on the condensed consolidated statements of operations as the related inventory was sold to customers.

(2)

The expected weighted average useful life of the acquired intangible assets are 13 years for customer relationships, 10 years for developed technology, 16 years for tradenames, and 1-5 years for other amortizable intangible assets.

(3)

Includes $18.2 million of net pension and other employee benefits assumed as part of the PMMA Acquisition.

(4)

Goodwill largely consists of strategic and synergistic opportunities resulting from combining the PMMA business with the Company’s existing businesses and is allocated entirely to the Engineered Materials segment. Approximately $310.0 million of goodwill related to this acquisition will be deductible for income tax purposes based on the preliminary purchase price.

Aristech Surfaces L L C [Member]

Business Acquisition [Line Items]

Schedule of purchase price allocation


	September 1,
	2021
Cash and cash equivalents	$	1.7
Accounts receivable		26.9
Inventories ⁽¹⁾		30.3
Other current assets		1.9
Property, plant and equipment		75.3
Other intangible assets ⁽²⁾
Customer relationships		145.0
Developed technology		52.5
Tradenames		10.0
Other amortizable intangible assets		0.3
Right-of-use assets - operating		2.0
Deferred charges and other assets		0.8
Total fair value of assets acquired		346.7

Accounts payable		(13.8)
Current lease liabilities - operating		(0.4)
Accrued expenses and other current liabilities		(3.1)
Noncurrent lease liabilities - operating		(1.6)
Other noncurrent obligations		(1.4)
Total fair value of liabilities assumed		(20.3)
Net identifiable assets acquired		326.4
Purchase price consideration		449.7
Goodwill ⁽³⁾	$	123.3

(1)

Fair value of work-in-process and finished goods inventory acquired included a step-up in the value of approximately $6.9 million, out of which $3.5 million was amortized during the third quarter of 2021 within "Cost of sales" on the condensed consolidated statements of operations as the related inventory was sold to customers.

(2)

The expected weighted average useful life of the acquired intangible assets are 13 years for customer relationships, 11 years for developed technology, and 10 years for tradenames and 1-5 years for other amortizable intangible assets.

(3)

Goodwill largely consists of strategic and synergistic opportunities resulting from combining Aristech Surfaces with the Company’s existing businesses and is allocated entirely to the Engineered Materials segment. All of the goodwill related to this acquisition will be deductible for income tax purposes.