Business Acquisitions

6 Months Ended

Jun. 30, 2020

Business Combination Disclosure [Text Block]

NOTE 19 – Business Acquisitions

On July 31, 2019, we acquired 100% of the outstanding shares of Quality Thermistor, Inc. ("QTI") for $75 million plus a contingent earn out of up to $5 million based on sales performance objectives. The purchase price included adjustments for debt assumed and changes in working capital. QTI, doing business as QTI Sensing Solutions, is a leading designer and manufacturer of high-quality temperature sensors serving original equipment manufacturers with mission-critical applications in the industrial, aerospace, defense and medical markets. This acquisition provided us with a new core temperature sensing technology that expands our sensing product portfolio, while increasing our presence in the industrial and medical markets.

The final purchase price of $73,906 was allocated to the fair values of assets and liabilities acquired as of July 31, 2019.

The following table summarizes the consideration paid and the fair values of the assets acquired and the liabilities assumed as of the date of acquisition:



	Consideration Paid
Cash paid, net of cash acquired of $567	$	72,850
Contingent consideration	1,056
Purchase price	$	73,906



	Fair Values at July 31, 2019
Current assets	$	6,221
Property, plant and equipment	2,567
Other assets	29
Goodwill	34,999
Intangible assets	32,800
Fair value of assets acquired	76,616
Less fair value of liabilities acquired	(2,710		)
Purchase price	$	73,906

Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including the expansion of customer relationships within our existing business, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes.

The contingent earn out was payable in cash upon the achievement of a revenue performance target for the year ending December 31, 2019. The Company recorded contingent consideration for the earn out of $1,056 based on the achievement performance target for the full year 2019 results. This amount is reflected as an addition to the purchase price.

The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:



	Carrying Value		Weighted Average Amortization Period
Customer lists/relationships	$	31,000	15.0
Technology and other intangibles	1,800		5.0
Total	$	32,800