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Business Acquisitions
12 Months Ended
Dec. 31, 2023
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 final purchase price of $23,721, 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 purchase price was reduced by $794 for the final settlement of net working capital during the first quarter of 2023. The purchase accounting was completed in the first quarter of 2023.

 

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
February 28, 2022

 

Accounts Receivable

 

$

2,521

 

Inventory

 

 

3,136

 

Other current assets

 

 

69

 

Property, plant and equipment

 

 

654

 

Other assets

 

 

27

 

Goodwill

 

 

8,473

 

Intangible assets

 

 

13,650

 

Fair value of assets acquired

 

 

28,530

 

Less fair value of liabilities acquired

 

 

(4,809

)

Purchase price

 

$

23,721

 

 

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

 

 

 

 

 

Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.

 

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 final purchase price of $72,340, 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 valuation of intangible assets and associated deferred tax liability was finalized in the first quarter of 2023.

 

The following table summarizes the final 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

 

 

31,985

 

Intangible assets

 

 

38,100

 

Fair value of assets acquired

 

 

85,120

 

Less fair value of liabilities acquired

 

 

(12,780

)

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.

 

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

 

$

31,800

 

 

 

16.0

 

Technology and other intangibles

 

 

6,300

 

 

 

14.0

 

Total

 

$

38,100

 

 

 

 

 

Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.

 

Maglab AG Acquisition

 

On February 6, 2023, we acquired 100% of the outstanding shares of maglab AG ("Maglab"). 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.

The final purchase price of $7,717 has been allocated to the fair values of assets and liabilities acquired as of February 6, 2023. The purchase price was increased by $3 for the final settlement of net working capital during the second quarter of 2023. The following table summarizes the final consideration paid, 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 $14

 

$

4,153

 

Contingent consideration

 

 

3,564

 

Purchase price

 

$

7,717

 

 

 

 

Fair Values at
February 6, 2023

 

Accounts receivable

 

$

348

 

Inventory

 

 

43

 

Other current assets

 

 

41

 

Property, plant and equipment

 

 

35

 

Goodwill

 

 

4,997

 

Intangible assets

 

 

2,860

 

Fair value of assets acquired

 

 

8,324

 

Less fair value of liabilities acquired

 

 

(607

)

Purchase price

 

$

7,717

 

 

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

 

 

Carrying
Value

 

 

Weighted
Average
Amortization
Period

 

Customer lists/relationships

 

$

2,800

 

 

 

13.0

 

Technology and other intangibles

 

 

60

 

 

 

3.0

 

Total

 

$

2,860

 

 

 

 

 

All contingent consideration is payable in cash and is based on success factors related to the integration process as well as upon the achievement of annual revenue and customer order targets through the fiscal year ending December 31, 2025. The Company recorded $3,564 as the acquisition date fair value of the contingent consideration based on the estimate of the probability of achieving the performance targets. This amount is also reflected as an addition to the purchase price. The contingent consideration has a maximum payout of $6,300.

 

Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.