XML 40 R27.htm IDEA: XBRL DOCUMENT v3.24.0.1
Acquisitions and Divestitures
12 Months Ended
Dec. 31, 2023
Business Combinations [Abstract]  
Acquisitions and Divestitures

Note 20 – Acquisitions and Divestitures

Wafer Fabrication Plant in South Portland, Maine

On June 3, 2022, the Company completed the acquisition of onsemi's wafer fabrication facility and operations located in South Portland, Maine ("SPFAB"). SPFAB was purchased to provide additional 200mm wafer fabrication capacity for analog products to accelerate the Company's growth initiatives in the automotive and industrial end markets. This US-based facility, together with the Company's existing wafer fabrication facilities in Asia and Europe, will further enhance the Company's global manufacturing operations. The Company recorded the purchase of SPFAB as a business combination. Total consideration paid by the Company was $80.4 million

and was funded by existing cash and advances under the revolving portion of our U.S. Credit Agreement. The SPFAB facility and assets were wholly acquired, and there is no remaining minority interest. The goodwill is assigned to the standard semiconductor products segment and will not be tax deductible. The Company also incurred acquisition costs of approximately $0.5 million that were recognized in selling, general and administrative expense. The table below sets forth the fair value of the assets and liabilities recorded in the SPFAB acquisition and the corresponding line item in which the item is recorded in our condensed consolidated balance sheet. Due to a lack of data we are unable to provide historical financial pro forma data.

Assets

 

 

 

Spare parts and inventories

 

$

1,257

 

Prepaid expenses

 

 

257

 

Property, plant and equipment

 

 

77,825

 

Goodwill

 

 

1,069

 

Total assets purchased

 

$

80,408

 

Manufacturing Subsidiary Located in China

In December 2021, the Company closed a transaction to sell a manufacturing subsidiary in China for total consideration of approximately $41.5 million, which included a combination of cash and equity. The cash consideration consists of $15.2 million of agreed upon cash and a $23.3 million working capital adjustment while the equity is valued at $3.1 million, which increases the Company’s investment in the buyer to approximately 10%. The Company and the purchaser of the manufacturing facility have entered into an ongoing agreement in which the purchaser will continue to provide wafer -foundry services, on a preferential basis to the Company.

Management determined that the disposal group met the held-for-sale criteria and reclassified the carrying value of the disposal group to assets held-for-sale, which were previously included in prepaid expenses and other in the consolidated balance sheet. Upon closing of the transaction, Management derecognized the amounts previously classified as held-for-sale and recorded a gain on the sale of $9.5 million. The gain is recorded in other income in the Company's consolidated statement of income. Neither the buyer nor the manufacturing facility will be considered related parties after the transaction. The table below sets forth the major classes of assets and liabilities that were previously classified as held-for-sale on the consolidated balance sheet and the gain recognized in other income on the consolidated statement of income:

Assets

 

 

 

Cash and cash equivalents

 

$

8,936

 

Accounts receivable, net

 

 

16,347

 

Inventories, net

 

 

5,415

 

Other current assets

 

 

1,387

 

Property, plant and equipment

 

 

5,598

 

Deferred income tax

 

 

3,198

 

Other long-term assets

 

 

4,807

 

Total assets disposed

 

$

45,688

 

 

 

 

 

Liabilities

 

 

 

Accounts payable

 

 

5,025

 

Accrued liabilities and other

 

 

4,913

 

Other long-term liabilities

 

 

2,471

 

Total liabilities disposed

 

 

12,409

 

Net assets disposed

 

$

33,279

 

Other Investment

In August 2021, the Company entered into an agreement to make an investment in Taiwan. The Company's investment is $5.4 million for 60% ownership of a company and is being consolidated into our consolidated financial statements. The purpose of the investment is to engage in the development of power modules for the automotive markets. The investment received Taiwan government approval in October 2021, and the Company made the $5.4 million payment in October 2021.