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Business Acquisitions
6 Months Ended
Jun. 30, 2021
Business Combinations [Abstract]  
Business Acquisitions

NOTE 3 – Business Acquisitions

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 the acquisition expands our presence in the medical and industrial end markets. 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 the purchase price continues to be preliminary pending the completion of the final net working capital adjustment, which is expected to occur in the third quarter. The information included below represents our current estimate of the purchase price allocation and is not expected to materially change.

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 of SSI:

 

 

 

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

 

$

2,550

 

Property, plant and equipment

 

 

67

 

Other assets

 

 

12

 

Goodwill

 

 

3,412

 

Intangible assets

 

 

5,340

 

Fair value of assets acquired

 

 

11,381

 

Less fair value of liabilities acquired

 

 

(1,072

)

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, 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, with the possibility of prorated interim payments. 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 by the Company. This amount is also reflected as an addition to the purchase price and will be evaluated quarterly. Refer to Note 17 for further information on contingent consideration.

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

 

$

5,200

 

 

 

11.0

 

Technology and other intangibles

 

 

140

 

 

 

3.0

 

Total

 

$

5,340