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Business Acquisitions
12 Months Ended
Dec. 31, 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 and expands our presence in Europe.

 

The purchase price of $24,515, which includes assumed changes in working capital, net of cash acquired of $2,979, 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 working capital settlement in the first quarter of 2023. The purchase price will be reduced by $794 due to final settlements in the first quarter of 2023.

 

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

 

Accounts Receivable

 

$

2,521

 

Inventory

 

 

3,136

 

Other current assets

 

 

69

 

Property, plant and equipment

 

 

654

 

Other assets

 

 

27

 

Goodwill

 

 

9,267

 

Intangible assets

 

 

13,650

 

Fair value of assets acquired

 

 

29,324

 

Less fair value of liabilities acquired

 

 

(4,809

)

Purchase price

 

$

24,515

 

 

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 $1,180 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with all of it recognized in the twelve months ended December 31, 2022.

 

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

 

$

13,000

 

 

 

12.0

 

Trademarks, tradenames, and other intangibles

 

 

650

 

 

 

3.0

 

Total

 

$

13,650

 

 

 

 

 

 

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 expands our presence in European end markets.

 

The purchase price of $72,340, 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. The final purchase price allocation may result in a materially different allocation than that recorded as of December 31, 2022.

 

The following table summarizes the consideration paid, 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

 

 

1,003

 

Property, plant and equipment

 

 

3,953

 

Other assets

 

 

158

 

Goodwill

 

 

33,274

 

Intangible assets

 

 

36,448

 

Fair value of assets acquired

 

 

84,757

 

Less fair value of liabilities acquired

 

 

(12,417

)

Purchase price

 

$

72,340

 

 

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 was amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with all of it recognized in the twelve months ended December 31, 2022.

 

Intangible assets acquired have been assigned a provisional value of $36,448 with 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 December 31, 2022. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete.

 

Maglab AG Acquisition

 

On February 6, 2023, we acquired 100% of the outstanding shares of maglab AG ("maglab") for $4,164 in cash subject to additional earnout payments based on future performance. Maglab has deep expertise in magnetic system design and current measurement solutions for use in e-mobility, industrial automation, and renewable energy applications. Maglab's domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in electric motor sensing and controls markets.