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Business Acquisitions
6 Months Ended
Jun. 30, 2022
Business Combinations [Abstract]  
Business Acquisitions

NOTE 3 – Business Acquisitions

TEWA Temperature Sensors SP. Zo.o. Acquisition

On February 28, 2022, we acquired 100% of the outstanding shares of TEWA Temperature Sensors SP. Zo.o. (“TEWA”). TEWA is a designer and manufacturer of high-quality temperature sensors. TEWA has complementary capabilities with our existing temperature sensing platform and the acquisition supports our end market diversification strategy by expanding our presence in Europe.

The purchase price, which includes assumed changes in working capital, of $24,484, net of cash acquired of $2,945, has been allocated to the fair values of assets and liabilities acquired as of February 28, 2022. The allocation of the purchase price continues to be preliminary pending the completion of the valuation of intangible assets and finalization of management's estimates. The final purchase price allocation may result in a materially different allocation than that recorded as of June 30, 2022.

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:

 

 

 

Fair Values at
February 28, 2022

 

Current assets

 

$

6,451

 

Property, plant and equipment

 

 

2,177

 

Other assets

 

 

28

 

Goodwill

 

 

6,106

 

Intangible assets

 

 

12,503

 

Fair value of assets acquired

 

 

27,265

 

Less fair value of liabilities acquired

 

 

(2,781

)

Purchase price

 

$

24,484

 

 

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, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes.

 

The Company recorded a $1,113 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up is being amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with $580 recognized in the first quarter of 2022 and the remaining in the second quarter of 2022.

Intangible assets acquired have been assigned a provisional value of $12,503 and an estimated weighted average amortization period of 12 years. They are included as customer lists/relationships in our Condensed Consolidated Balance Sheets and subsequent notes. Due to the timing of the acquisition, the identification and valuation of all intangible assets remains incomplete; however, management used

historical experience and projections to estimate the potential value at June 30, 2022. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete.

 

Ferroperm Piezoceramics A/S Acquisition

On June 30, 2022, we acquired 100% of the outstanding shares of Ferroperm Piezoceramics A/S (“Ferroperm”). Ferroperm specializes in the design and manufacture of high performance piezoceramic components for use in complex and demanding medical, industrial, and aerospace applications. Ferroperm has complementary capabilities with our existing medical diagnostics and imaging product lines. The acquisition supports our end market diversification strategy and expanding our presence in European end markets.

The purchase price of $72,044, which includes assumed changes in working capital, net of cash acquired of $5,578, has been allocated to the fair values of assets and liabilities acquired as of June 30, 2022. The allocation of the purchase price continues to be preliminary pending the completion of the valuation of intangible assets and finalization of management's estimates. The final purchase price allocation may result in a materially different allocation than that recorded as of June 30, 2022.

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:

 

 

Fair Values at
June 30, 2022

 

Accounts Receivable

 

$

3,073

 

Inventory

 

 

6,848

 

Other current assets

 

 

1,001

 

Property, plant and equipment

 

 

3,953

 

Other assets

 

 

158

 

Goodwill

 

 

24,285

 

Intangible assets

 

 

36,393

 

Fair value of assets acquired

 

 

75,711

 

Less fair value of liabilities acquired

 

 

(3,667

)

Purchase price

 

$

72,044

 

 

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, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes.

 

The Company recorded a $3,012 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up will be amortized as a non-cash charge to cost of goods sold as the acquired inventory is sold.

Intangible assets acquired have been assigned a provisional value of $36,393 and an estimated weighted average amortization period of 12 years. They are included as customer lists/relationships in our Condensed Consolidated Balance Sheets and subsequent notes. Due to the timing of the acquisition, the identification and valuation of all intangible assets remains incomplete; however, management used historical experience and projections to estimate the potential value at June 30, 2022. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete.