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Business Acquisitions
12 Months Ended
Dec. 31, 2020
Business Combinations [Abstract]  
Business Acquisitions

NOTE 3 - Business Acquisitions

Sensor Scientific, Inc.

 

On December 30, 2020, we acquired 100% of the outstanding shares of Sensor Scientific, Inc. (SSI). SSI is a manufacturer of high-quality thermistors and temperature sensor assemblies serving original equipment manufacturers (OEMs) for applications that require precision and reliability in the medical, industrial and defense markets. SSI has complementary capabilities with our existing temperature sensing platform and expands our presence in the medical end market. It also provides high quality ceramic processing capabilities and valuable customer partnerships that expands our temperature sensing product portfolio and builds on our strategy to focus on innovative products that sense, connect and move.

The purchase price, which includes assumed changes in working capital, of $10,309 has been allocated to the fair values of assets and liabilities acquired as of December 30, 2020. The allocation of purchase price is 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 December 31, 2020.

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

 

 

 

Consideration Paid

 

Cash paid, net of cash acquired of $470

 

$

8,309

 

Contingent consideration

 

 

2,000

 

Purchase price

 

$

10,309

 

 

 

 

Fair Values at

December 30, 2020

 

Current assets

 

$

2,618

 

Property, plant and equipment

 

 

129

 

Other assets

 

 

12

 

Goodwill

 

 

3,441

 

Intangible assets

 

 

5,161

 

Fair value of assets acquired

 

 

11,361

 

Less fair value of liabilities acquired

 

 

(1,052)

 

Purchase price

 

$

10,309

 

 

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.

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 a revenue performance target through the year ending December 31, 2022. The Company recorded $2,000 as the acquisition date fair value of the contingent consideration based on an estimate of the probability of achieving the performance targets. This represents the maximum amount of contingent consideration payable. This amount is also reflected as an addition to purchase price and will be evaluated quarterly. The fair value of the contingent consideration requires significant judgment. The Company's fair value estimates used in the contingent consideration valuation are considered Level 3 fair value measurements. The fair value

estimates were based on assumptions management believes to be reasonable, but that are inherently uncertain, including estimates of future revenues and timing of events and activities that are expected to take place.

Intangible assets acquired have been assigned a provisional value of $5,161 and an estimated weighted average amortization period of 10 years. They are included as customer lists/relationships in our Consolidated Balance Sheets. 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, 2020. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete.

No revenues or earnings from SSI are included in our Consolidated Statements of Earnings.

 

Quality Thermistor, Inc.

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 includes 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 provides 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 has been 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 at 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 as of December 31, 2019 based on the achievement performance target for the full year 2019 results and the balance was paid out in Q1 2020. This amount was reflected as an addition to purchase price and was settled in Q1 2021.

 

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

 

Trademarks, tradenames, and other intangibles

 

 

1,800

 

 

 

5.0

 

Total

 

$

32,800

 

 

 

 

 

 

Results of operations for QTI are included in our consolidated financial statements beginning on July 31, 2019. The amount of net sales and net loss from QTI since the acquisition date that have been included in the Consolidated Statements of Earnings are as follows:

 

 

 

For the period July

31, 2019 through

December 31, 2019

 

Net sales

 

$

9,252

 

Net loss

 

$

(465)