Business Combination Disclosure | ACQUISITIONS Hangzhou Anow Microfiltration Co., Ltd. On September 17, 2019 , the Company acquired Hangzhou Anow Microfiltration Co., Ltd. (Anow), a filtration company for diverse industries including semiconductor, pharmaceutical, and medical. Anow reports into the Microcontamination Control segment of the Company. The acquisition was accounted for under the acquisition method of accounting and the results of Anow are included in the Company’s consolidated financial statements as of and since September 17, 2019. Costs associated with the acquisition of Anow were $2.5 million for the year ended December 31, 2019 and were expensed as incurred. These costs are included in selling, general and administrative expenses in the Company’s consolidated statement of operations. The acquisition does not constitute a material business combination. The purchase price for Anow is $72.8 million , net of cash acquired. The purchase price includes (1) cash consideration of $73.0 million , or $69.3 million net of cash acquired, which was funded from the Company’s existing cash on hand and (2) $3.5 million deferred payment due to the seller at no earlier than September 18, 2021 at which time either the seller or the Company can exercise its option to receive the deferred payment. The purchase price of Anow exceeds the net of the acquisition-date fair value of the identifiable assets acquired and the liabilities assumed by $47.7 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes. The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition and adjusted as of December 31, 2019. (In thousands): As of September 17, 2019 As of December 31, 2019 Trade accounts and note receivable, net $ 3,455 $ 3,455 Inventories, net 4,242 4,459 Other current assets 202 794 Property, plant and equipment 8,863 8,257 Identifiable intangible assets 42,179 18,949 Right-of-use assets — 2,328 Other noncurrent assets 1,565 74 Accounts payable and accrued liabilities (1,814 ) (5,022 ) Short-term lease liability — (88 ) Long-term lease liability — (107 ) Deferred tax liabilities (10,890 ) (4,742 ) Other noncurrent liabilities — (3,270 ) Net assets acquired 47,802 25,087 Goodwill 25,212 47,711 Total purchase price, net of cash acquired $ 73,014 $ 72,798 The Company recognized the following finite-lived intangible assets as part of the acquisition of Anow: (In thousands) Amount Weighted average life in years Developed technology $ 7,370 6.5 Trademarks and trade names 2,197 8.0 Customer relationships 9,382 13.0 $ 18,949 10.0 The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but no later than one year from the acquisition date. The allocation of the purchase price to the assets acquired and liabilities assumed is complete with the exception of the value allocated to income tax accounts and intangible assets. To the extent that the Company's estimates require adjustment, the Company will modify the values. MPD Chemicals On July 15, 2019 , the Company acquired MPD Chemicals (MPD), a provider of advanced materials to the specialty chemical, technology, and life sciences industries. MPD reports into the Specialty Chemicals and Engineered Material segment of the Company. The acquisition was accounted for under the acquisition method of accounting and the results of MPD are included in the Company’s consolidated financial statements as of and since July 15, 2019. Costs associated with the acquisition of MPD were $4.0 million for the year ended December, 2019 and were expensed as incurred. These costs are included in selling, general and administrative expense in the Company’s consolidated statement of operations. The acquisition does not constitute a material business combination. The purchase price for MPD is $161.0 million , net of cash acquired. The purchase price includes (1) cash consideration of $156.5 million (subject to revision for customary working capital adjustments), which was funded from the Company’s existing cash on hand, and (2) a fixed deferred payment of $5.0 million that is due on January 15, 2022, recorded at $4.5 million , which represents the fair value of this fixed deferred payment as of the acquisition date. The fair value of the fixed deferred payment was determined by taking the present value of this fixed deferred payment based on the term and a discount factor. The fixed deferred payment is reflected in pension benefit obligations and other liabilities in the Company’s consolidated balance sheets. The purchase price of MPD exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $61.9 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition and adjusted as of December 31, 2019 (In thousands): As of July 15, 2019 As of December 31, 2019 Trade accounts and note receivable, net $ 3,575 $ 3,575 Inventories, net 21,899 8,689 Other current assets 318 313 Property, plant and equipment 14,571 11,465 Identifiable intangible assets 74,900 79,390 Right-of-use assets 3,677 3,621 Accounts payable and accrued liabilities (2,440 ) (2,419 ) Short-term lease liability (144 ) (88 ) Long-term lease liability (4,016 ) (4,016 ) Other noncurrent liabilities (1,416 ) (1,416 ) Net assets acquired 110,924 99,114 Goodwill 51,457 61,870 Total purchase price, net of cash acquired $ 162,381 $ 160,984 The allocation of the purchase price to the assets acquired and liabilities assumed is complete with the exception of the value allocated to income tax accounts. To the extent that the Company's estimates require adjustment, the Company will modify the values. The Company recognized the following finite-lived intangible assets as part of the acquisition of MPD: (In thousands) Amount Weighted average life in years Developed technology $ 12,750 11.0 Trademarks and trade names 620 2.0 Customer relationships 66,020 17.0 $ 79,390 16.0 Digital Specialty Chemicals On March 8, 2019 , the Company acquired Digital Specialty Chemicals Limited (DSC), a Toronto, Canada-based provider of advanced materials to the specialty chemical, technology, and pharmaceutical industries. DSC reports into the Specialty Chemicals and Engineered Materials segment of the Company. The acquisition was accounted for under the acquisition method of accounting and the results of operations of DSC are included in the Company’s consolidated financial statements as of and since March 8, 2019. Costs associated with the acquisition of DSC were $2.1 million for the fiscal year ended December 31, 2019 and were expensed as incurred. These costs are included in selling, general and administrative expense in the Company’s consolidated statements of operations. The acquisition does not constitute a material business combination. The purchase price for DSC is $64.1 million , net of cash acquired. The purchase price includes (1) cash consideration of $49.9 million , or $49.4 million net of cash acquired, which was funded from the Company’s existing cash on hand, (2) a fixed deferred payment of $16.1 million that is due on March 31, 2022, recorded at $14.0 million representing the fair value of this fixed deferred payment as of the acquisition date, and (3) an earnout-based contingent consideration of $0.7 million based on the operating performance of DSC for a twelve-month period ended March 31, 2021. The fair value of the fixed deferred payment was determined by taking the present value of this fixed deferred payment based on the term and a discount factor. The fixed deferred payment is reflected in pension benefit obligations and other liabilities in the Company’s consolidated balance sheets. Upon closing the acquisition, the Company recorded a contingent consideration obligation of $0.7 million , which represents the fair value of the earnout-based contingent consideration. This amount was estimated based on a Black Scholes model. Subsequent changes in the fair value of this obligation will be recognized as adjustments to the contingent consideration obligation and reflected within the Company’s consolidated statements of operations. On December 3, 2019, the Company entered into a settlement agreement to accelerate the fixed deferred payment of $16.1 million to no later than March 8, 2020. The Company adjusted the fair value of the fixed deferred payment from its fair value to the full value resulting in an additional $1.6 million charge to interest expense in the consolidated income statement and the liability was adjusted from other long-term liabilities to other accrued liabilities. In addition the acceleration of the fixed deferred payment, it was determined the earnout-based contingent consideration of $0.7 million will never become owed to the sellers under the original purchase agreement. The Company removed the liability and credited selling, general and administrative expenses in the consolidated income statement. The purchase price of DSC exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $36.5 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be non-deductible for income tax purposes. The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition and as adjusted as of December 31, 2019: (In thousands): As of March 8, 2019 December 31, 2019 Trade accounts and note receivable, net $ 1,840 $ 1,840 Inventories, net 5,523 4,307 Other current assets 1,389 1,437 Property, plant and equipment 16,791 16,654 Identifiable intangible assets 7,976 6,870 Right-of-use assets 79 79 Deferred tax asset 1,104 1,066 Other noncurrent assets — 28 Accounts payable and accrued liabilities (2,461 ) (2,861 ) Deferred tax liabilities (2,861 ) (1,802 ) Long-term lease liability (37 ) (37 ) Net assets acquired 29,343 27,581 Goodwill 35,133 36,540 Total purchase price, net of cash acquired $ 64,476 $ 64,121 During the year ended December 31, 2019, the Company finalized its fair value determination of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was based on the information that was available as of the acquisition date, and the expectations and assumptions that have been deemed reasonable by the Company’s management. Flex Concepts On June 26, 2019 , the Company acquired Flex Concepts, Inc. (Flex), a technology company focused on single-use fluid handling bags, tubing manifolds and hardware for the life sciences industry. Flex reports into the Advanced Materials Handling segment of the Company. The purchase price of Flex was for cash consideration of $1.9 million . The transaction was accounted for under the acquisition method of accounting and the results of operations of Flex are included in the Company’s consolidated financial statements since June 26, 2018. The acquisition does not constitute a material business combination. During the year ended December 31, 2018, the Company finalized its fair value determinations of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s management. SAES Pure Gas On June 25, 2018 , the Company acquired the SAES Pure Gas business (SPG), from SAES Getters S.p.A. for approximately $352.7 million in cash, or $341.5 million net of cash acquired, funded from the Company’s existing cash on hand. The acquisition was accounted for under the acquisition method of accounting and the results of operations of SPG are included in the Company’s consolidated financial statements as of and since June 25, 2018 . Direct costs of $4.8 million associated with the acquisition of SPG, consisting mainly of professional and consulting fees, were expensed as incurred for the year ended December 31, 2018. These costs are included in selling, general and administrative expense in the Company’s consolidated statements of operations. SPG, based in San Luis Obispo, California, is a leading provider of high-capacity gas purification systems used in semiconductor manufacturing and adjacent markets, and reports into the Microcontamination Control segment of the Company. This acquisition expanded the gas purification solutions portfolio in our Microcontamination Control segment with high-capacity products suited for bulk chemical purification applications. The following table summarizes the provisional allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the acquisition and adjusted as of December 31, 2019. (In thousands): As of June 30, 2018 As of December 31, 2019 Trade accounts and notes receivable, net $ 15,805 $ 19,173 Inventories, net 46,073 42,758 Other current assets 424 706 Property, plant and equipment, net 7,345 6,653 Identifiable intangible assets 178,220 150,430 Deferred tax asset — 734 Other noncurrent assets 398 12 Current liabilities (26,196 ) (26,473 ) Deferred tax liabilities (42,110 ) (35,271 ) Other noncurrent liabilities (1,006 ) (1,412 ) Net assets acquired 178,953 157,310 Goodwill 162,251 184,180 Total purchase price, net of cash acquired $ 341,204 $ 341,490 The fair value of acquired inventories of $42.8 million is valued at the estimated selling price less the cost of disposal and reasonable profit for the selling effort. The fair value write-up of acquired work-in-process and finished goods inventory was $8.9 million , the amount of which will be amortized over the expected turn of the acquired inventory. Accordingly, a $2.0 million and a $6.9 million incremental cost of sales charge associated with the fair value write-up of inventory acquired in the acquisition of SPG was recorded for the years ended December 31, 2019 and 2018, respectively. The fair value of acquired property, plant and equipment of $6.7 million is valued at its value-in-use. The Company recognized the following finite-lived intangible assets as part of the acquisition of SPG: (In thousands) Amount Weighted average life in years Developed technology $ 20,070 8.0 Trademarks and trade names 6,670 12.0 Customer relationships 107,790 12.0 Other 15,900 0.9 $ 150,430 10.0 The acquired identifiable intangible assets are being amortized on a straight-line basis. The fair value of acquired identifiable intangible assets was determined using the “income approach”. In performing these valuations, the key underlying probability-adjusted assumptions of the discounted cash flows were projected revenues, gross margin expectations, discount rate and operating cost estimates. The valuations were based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the fair value hierarchy. The purchase price of SPG exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $184.2 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company’s ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill. No amount of goodwill is expected to be deductible for income tax purposes. During the quarter ended June 29, 2019, the Company finalized its fair value determination of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was based on the information that was available as of the acquisition date, and the expectations and assumptions that have been deemed reasonable by the Company’s management. Particle Sizing Systems On January 22, 2018 , the Company acquired Particle Sizing Systems, LLC (PSS), which provides particle sizing instrumentation for liquid applications to the semiconductor and life science industries. The acquired assets and assumed liabilities became part of the Company’s Advanced Materials Handling segment. The transaction was accounted for under the acquisition method of accounting and the results of operations of PSS are included in the Company’s consolidated financial statements since January 22, 2018. The acquisition does not constitute a material business combination. The purchase price for PSS was cash consideration of $37.3 million , funded from the Company’s existing cash on hand. Costs associated with the acquisition of the product line were not significant and were expensed as incurred. The purchase price of PSS exceeds the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $8.8 million . Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The following table summarizes the final allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of acquisition and adjusted as of December 31, 2018. (In thousands): As of March 31, 2018 As of December 31, 2018 Trade accounts and notes receivable, net $ 3,616 $ 3,898 Inventories, net 1,889 1,827 Other current assets 14 23 Property, plant and equipment, net — 103 Identifiable intangible assets 20,000 25,600 Other noncurrent assets 21 3 Accounts payables (438 ) (294 ) Other accrued liabilities (2,799 ) (2,667 ) Net assets acquired 22,303 28,493 Goodwill 15,353 8,804 Total purchase price $ 37,656 $ 37,297 As of December 31, 2018, the Company finalized its fair value determinations of the assets acquired and liabilities assumed. The valuation of the assets acquired and liabilities assumed was based on the information that was available as of the acquisition date, and the expectations and assumptions that have been deemed reasonable by the Company’s management. Intangible assets, consisting mostly of technology-related intellectual property, generally will be amortized on a straight-line basis over an expected useful life currently estimated at approximately 9.4 |