Materion (MTRN) 8-K/A Combined Financial Statements

Exhibit 99.3

Unaudited Pro Forma Combined Financial Statements

The following unaudited pro forma combined financial statements reflect adjustments to the historical financial results of Materion Corporation (“Materion” or the “Company”) in connection with the Transaction, as defined below. These unaudited pro forma combined financial statements adjust the historical financial statements to give effect to Materion’s acquisition on November 1, 2021 of the HCS-Electronic Materials business (“HCS”) (the “Transaction”) from H.C. Starck Solutions pursuant to the terms of the Share Purchase Agreement, dated September 19, 2021, among Materion, HCST Hungary Holding Vagyonkezelő Korlátolt Felelősségű Társaság, H.C. Starck Group GmbH and Opus HoldCo S.à r.l.

The unaudited pro forma combined balance sheet gives effect to the Transaction as if consummated as of September 30, 2021 and is derived from:

• For the Company, the unaudited consolidated balance sheet as of September 30, 2021.

• For HCS-Electronic Materials business, the unaudited combined balance sheet as of September 30, 2021.

The unaudited pro forma combined statement of income for the year ended December 31, 2020 gives effect to the Transaction as if it had occurred on January 1, 2020 and is derived from:

• For the Company, the audited consolidated statement of income for the year ended December 31, 2020.

• For HCS-Electronic Materials business, the audited combined statement of income for the year ended December 31, 2020.

The unaudited pro forma combined statement of income for the nine months ended September 30, 2021 gives effect to the Transaction as if it had occurred on January 1, 2020 and is derived from:

• For the Company, the unaudited consolidated statement of income for the nine months ended September 30, 2021.

• For HCS-Electronic Materials business, the unaudited combined statement of income for the nine months ended September 30, 2021.

The unaudited pro forma combined financial statements include the following pro forma adjustments to the historical financial information of the Company:

• Transaction Accounting Adjustments – Adjustments that reflect the application of required accounting for the Transaction.

• Other Adjustments – Adjustments that reflect the increase in the Company’s indebtedness and corresponding changes to interest expense.

The transaction accounting adjustments and other adjustments are based on available information and assumptions that the Company’s management believes are reasonable. Such adjustments are estimates and actual experience may differ from expectations.

The unaudited pro forma combined financial statements are provided for informational purposes as required by Form 8-K and do not purport to represent what the results of operations or financial position of the Company would actually have been had the Transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma combined financial statements have been made.

The unaudited pro forma combined financial statements have been derived from, and should be read in conjunction with, the historical financial statements of the Company included in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and of the annual and interim carve-out financial statements of HCS that are included in Materion’s Current Report on Form 8-K/A to which these unaudited pro forma combined financial statements are being filed as an exhibit. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma combined financial statements.

Materion Corporation

UNAUDITED PRO FORMA COMBINED BALANCE SHEET

As of September 30, 2021

(in thousands, except per share data)

	Materion historical		HCS historical (Note A)		Transaction Accounting Adjustments			Other Adjustments			Pro forma combined
Assets
Current assets:
Cash and cash equivalents	$	18,009	$	13,085	$	(395,925)	B	$	395,600	M	$	30,769
Accounts receivable		190,601		28,448		(118)	J		-			218,931
Inventories, net		311,745		47,864		14,762	D		-			374,371
Prepaid and other current assets		36,138		3,562		-			-			39,700
Total current assets		556,493		92,959		(381,281)			395,600			663,771
Deferred income taxes		1,908		-		-			-			1,908
Property, plant and equipment		1,069,592		91,653		(46,917)	G		-			1,114,328
Less allowances for depreciation, depletion, and amortization		(715,158)		(78,217)		78,217	G		-			(715,158)
Property, plant, and equipment - net		354,434		13,436		31,300	G		-			399,170
Operating lease, right-of-use asset		56,556		5,199		-			-			61,755
Intangible assets		49,012		-		108,900	F		-			157,912
Other assets		23,269		4,200		-			-			27,469
Goodwill		140,990		-		154,680	E		-			295,670
Total assets	$	1,182,662	$	115,794	$	(86,401)		$	395,600		$	1,607,655
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	$	529	$	-	$	-		$	-		$	529
Accounts payable		71,576		13,394		(118)	J		-			84,852
Salaries and wages		37,168		1,443		-			-			38,611
Other liabilities and accrued items		54,749		2,499		6,943	H, I		-			64,191
Income taxes		439		-		-			-			439
Unearned revenue		8,308		-		-			-			8,308
Total current liabilities		172,769		17,336		6,825			-			196,930
Other long-term liabilities		17,572		1,017		4,200	I		-			22,789
Operating lease liabilities		52,177		4,818		-			-			56,995
Finance lease liabilities		17,285		-		-			-			17,285
Retirement and post-employment benefits		39,216		-		-			-			39,216
Unearned income		93,061		-		-			-			93,061
Deferred income taxes		14,118		658		-			-			14,776
Long-term debt		79,036		-		-			395,600	M		474,636
Shareholders’ equity:
Serial preferred stock		-		-		-			-			-
Common stock		269,716		-		-			-			269,716
Retained earnings		676,527		-		(5,461)	H, K		-			671,066
Common stock in treasury		(208,952)		-		-			-			(208,952)
Accumulated other comprehensive income		(44,553)		-		-			-			(44,553)
Other equity		4,690		-		-			-			4,690
Net parent investment				91,965		(91,965)	C		-			-
Total shareholders’ equity		697,428		91,965		(97,426)			-			691,967
Total liabilities and shareholders’ equity	$	1,182,662	$	115,794	$	(86,401)		$	395,600		$	1,607,655

See accompanying “Notes to Unaudited Pro Forma Combined Financial Statements”

Materion Corporation

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

Nine months ended September 30, 2021

(in thousands, except per share data)

	Materion historical		HCS historical (Note A)		Transaction Accounting Adjustments			Other Adjustments			Pro forma combined
Net sales	$	1,113,413	$	110,481	$	(444)	J	$	-		$	1,223,450
Cost of sales		902,723		82,144		166	G, J		-			985,033
Gross margin		210,690		28,337		(610)			-			238,417
Selling, general and administrative expense		118,031		8,304		-			-			126,335
Research and development expense		19,164		1,498		-			-			20,662
Restructuring expense		(378)		29		-			-			(349)
Other - net		12,272		388		6,112	F		-			18,772
Operating profit (loss)		61,601		18,118		(6,722)			-			72,997
Other non-operating (income) expense - net		(3,832)		34		-						(3,798)
Interest expense - net		2,480		300		-			7,294	M		10,074
Income before income taxes		62,953		17,784		(6,722)			(7,294)			66,721
Income tax (benefit) expense		10,162		3,246		(1,537)	L		(1,668)	N		10,203
Net income	$	52,791	$	14,538	$	(5,185)		$	(5,626)		$	56,518
Basic earnings per share:
Net income per share of common stock	$	2.59									$	2.77
Diluted earnings per share
Net income per share of common stock	$	2.56									$	2.74
Weighted-average number of shares of common stock outstanding:
Basic		20,414										20,414
Diluted		20,659										20,659

See accompanying “Notes to Unaudited Pro Forma Combined Financial Statements”

Materion Corporation

UNAUDITED PRO FORMA COMBINED STATEMENT OF INCOME

Fiscal Year ended December 31, 2020

(in thousands, except per share data)

	Materion historical		HCS historical (Note A)		Transaction Accounting Adjustments			Other Adjustments			Pro forma combined
Net sales	$	1,176,274	$	132,720	$	(694)	J	$	-		$	1,308,300
Cost of sales		983,641		104,860		14,989	D, G, J					1,103,490
Gross margin		192,633		27,860		(15,683)			-			204,810
Selling, general and administrative expense		133,963		10,758		5,461	H		-			150,182
Research and development expense		20,283		2,470		-			-			22,753
Goodwill impairment charges		9,053		-		-			-			9,053
Asset impairment charges		1,419		-		-			-			1,419
Restructuring expense		11,237		676		-			-			11,913
Other - net		8,463		164		8,149	F		-			16,776
Operating profit (loss)		8,215		13,792		(29,293)			-			(7,286)
Other non-operating (income) expense - net		(3,939)		40		-			-			(3,899)
Interest expense - net		3,879		416		-			10,079	M		14,374
Income before income taxes		8,275		13,336		(29,293)			(10,079)			(17,761)
Income tax (benefit) expense		(7,187)		2,141		(6,699)	L		(2,305)	N		(14,050)
Net income	$	15,462	$	11,195	$	(22,594)		$	(7,774)		$	(3,711)
Basic earnings per share:
Net income per share of common stock	$	0.76									$	(0.18	)
Diluted earnings per share
Net income per share of common stock	$	0.75									$	(0.18	)
Weighted-average number of shares of common stock outstanding:
Basic		20,338										20,338
Diluted		20,603										20,603

See accompanying “Notes to Unaudited Pro Forma Combined Financial Statements”

Notes to Unaudited Pro Forma Combined Financial Statements

NOTE 1: Basis of Pro Forma Presentation

The unaudited pro forma combined financial statements have been prepared for illustrative and informational purposes only and were prepared from the respective historical information of Materion and HCS, and reflect adjustments to the historical information in accordance with the SEC Final Rule Release No. 33-10786 and in accordance with Article 11 of Regulation S-X of the Securities Exchange Act of 1934 using the acquisition method of accounting, as defined by Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and using the fair value concepts as defined in ASC Topic 820, Fair Value Measurement. As a result, Materion has recorded the business combination in its consolidated financial statements and has applied the acquisition method to account for HCS’s assets acquired and liabilities assumed upon completion of the Transaction. The acquisition method requires recording the identifiable assets acquired and liabilities assumed at their fair values on the acquisition date and recording goodwill for the excess of the purchase price over the aggregate fair value of the identifiable assets acquired and liabilities assumed.

The unaudited pro forma combined financial statements are not necessarily indicative of what Materion’s financial position or results of operations would have been had the Transaction occurred on the dates indicated, nor is it necessarily indicative of what the financial position or results of operations of the combined company will be in future periods. The historical financial information has been adjusted to reflect transaction related adjustments that management believes are necessary to present fairly Materion’s pro forma financial position and results of operations following the closing of the Transaction for the period indicated. Additionally, the unaudited pro forma combined statement of income does not reflect any benefits that may result from potential revenue enhancements, anticipated cost savings and expense efficiencies or other synergies that may be achieved from the Transaction.

To prepare the unaudited pro forma combined financial statements, Materion adjusted HCS’s assets and liabilities to their estimated fair values based on preliminary valuation procedures performed. As of the date of the Current Report on Form 8-K/A to which these unaudited pro forma combined financial statements are being filed as an exhibit, Materion has not completed the detailed valuation procedures necessary to finalize the required estimated fair values and lives of HCS’s assets to be acquired and liabilities to be assumed and the related allocation of the purchase price. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Also, as of the date of the Current Report on Form 8-K/A to which these unaudited pro forma combined financial statements are being filed as an exhibit, certain reclassifications have been made to align HCS’s presentation with that of Materion. Furthermore, Materion has not as yet completed its review of HCS’s accounting policies/presentation and as such may not have identified all adjustments and further reclassifications necessary to conform HCS’s accounting and presentation with that of Materion. As a result of this review, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments.

NOTE 2: Calculation of Estimated Purchase Consideration and Preliminary Purchase Price Allocation

The Company initially paid cash consideration of $395,925 thousand to consummate the Transaction. Final cash consideration is subject to customary working capital adjustments.

The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the Transaction occurred on September 30, 2021 (in thousands of dollars):

Total Consideration	$	395,925
Purchase Price Allocation:
Assets:
Cash and cash equivalents		13,085
Accounts receivable		28,448
Inventories		62,626
Other current assets		3,562
Property and equipment		44,736
Intangible assets		108,900
Operating lease right-of-use assets		5,199
Other non-current assets		4,200
Total Assets		270,756
Liabilities:
Accounts payable		13,394
Salaries and wages		1,443
Other current liabilities		3,981
Operating lease liabilities, non-current		4,818
Deferred income taxes		658
Other non-current liabilities		5,217
Total Liabilities		29,511
Net assets acquired		241,245
Goodwill	$	154,680

The acquisition method of accounting uses the fair value concepts defined in ASC Topic 820, Fair Value Measurement, which defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value measurements can be highly subjective, and it is possible the application of reasonable judgment could develop different assumptions resulting in a range of alternative estimates using the same facts and circumstances.

The Company prepared the allocation of the purchase price as if the Transaction had occurred on September 30, 2021 based on estimates of the fair value of the acquired assets and assumed liabilities on a basis consistent with the purchase price allocation initially recorded at the closing of the Transaction. As the Company continues to obtain additional information supporting the final valuation of inventories, property, plant and equipment and intangible assets, it will refine the estimates of fair value and revise its allocation of the purchase price. The Company expects to finalize the valuation of the assets and liabilities, as well as the post-closing adjustments as soon as practicable, but in any event no later than one year from the closing date of the Transaction.

Goodwill represents the excess of the estimated purchase price over the estimated fair value of HCS’s assets and liabilities, including the fair value of the estimated identifiable finite and indefinite lived intangible assets. Goodwill will not be amortized but will be subject to periodic impairment testing.

NOTE 3: Pro Forma Adjustments

HCS Historical

A. Certain reclassifications have been made to the historical presentation of HCS to conform to the financial statement presentation of the Company, as follows:

Unaudited Pro Forma Combined Balance Sheet	As of September 30, 2021
In thousands	Reclassification from			Reclassification to
Assets
Accounts receivable	$	-		$	10,577
Contract assets		(10,577	)		-
Property, plant and equipment		-			91,653
Less allowances for depreciation, depletion, and amortization		-			(78,217	)
Property, plant, and equipment - net		(13,436	)		13,436
Liabilities
Salaries and wages		-			1,443
Lease liability		(829	)		-
Other liabilities and accrued items		(1,443	)		829
Total	$	(26,285	)	$	26,285

Unaudited Pro Forma Combined Statement of Income	Nine Months Ended September 30, 2021
In thousands	Reclassification from			Reclassification to
General and administrative expense	$	(4,204	)	$	-
Selling, general and administrative expense		-			4,204
Other operating expenses, net		(29	)		-
Restructuring expense		-			29
Financial income and (expense), net		(300	)		-
Interest expense - net		-			300
Total	$	(4,533	)	$	4,533

Unaudited Pro Forma Combined Statement of Income	Year Ended December 31, 2020
In thousands	Reclassification from			Reclassification to
General and administrative expense	$	(5,145	)	$	-
Selling, general and administrative expense		-			5,145
Other operating expenses, net		(676	)		-
Restructuring expense		-			676
Financial income and (expense), net		(416	)		-
Interest expense - net		-			416
Total	$	(6,237	)	$	6,237

Transaction Accounting Adjustments

B. This adjustment reflects the initial cash consideration paid in the Transaction. Final cash consideration is subject to customary working capital adjustments, which could be significant.

C. This adjustment reflects the elimination of the net parent investment balance in accordance with the acquisition method of accounting.

D. This adjusts acquired finished goods and work-in-process inventory to a value of approximately $62,626 thousand. The calculation of inventory value is preliminary and subject to change. Inventory value was estimated based on the expected selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The unaudited pro forma combined statement of income for the year ended December 31, 2020 is also adjusted to decrease cost of sales by the same amount since the acquired inventory is expected to be sold within one year of the acquisition date. This adjustment is not expected to have an impact on the Company’s statement of income beyond twelve months after the acquisition date.

E. This adjusts goodwill to record estimated goodwill resulting from the preliminary purchase price allocation of the Transaction. HCS did not have existing goodwill at the time the Transaction was consummated.

F. This adjusts intangible assets acquired to their estimated fair values. As part of the preliminary valuation analysis, the Company identified intangible assets, including tradenames, technology, and customer relationships. The calculation of fair value and estimate of useful lives is preliminary and subject to change.

The following table summarizes the estimated fair values of HCS’s identifiable intangible assets and their estimated useful lives and uses a straight-line method to calculate amortization expense:

(in thousands)	Estimated Fair  Value		Estimated   Useful Life in   Years	Nine Months Ended September 30, 2021  Amortization Expense		Fiscal Year Ended   December 31, 2020   Amortization Expense
Customer relationships	$	51,100	13	$	2,948	$	3,931
Technology		35,300	13		2,037		2,715
Tradenames		22,500	15		1,127		1,503
	$	108,900		$	6,112	$	8,149
Elimination of historical amortization expense					—		—
Transaction accounting adjustments to amortization expense				$	6,112	$	8,149

The estimated fair value of the tradenames acquired was determined using the “relief from royalty method,” which is a risk-adjusted discounted cash flow approach. Customer relationships represent the underlying relationships with certain customers which are expected to continue in the future. The estimated fair value of the customer relationships acquired was determined using the “multi-period excess earnings method” under the income approach.

G. This adjusts Property, Plant and Equipment to estimated fair value based on the preliminary purchase price allocation:

(in thousands)	As of September 30, 2021
Preliminary fair value of Property, Plant and Equipment acquired		$                    44,736
Elimination of historical Property, Plant and Equipment		(13,436)
Transaction accounting adjustments to Property, Plant and Equipment		$                    31,300

The estimated fair value of real and personal property acquired was determined using a market participant approach.

Additionally, there is an adjustment to increase depreciation expense by $448 thousand and $646 thousand for the nine months ended September 30, 2021 and fiscal year ended December 31, 2020, respectively, as a result of the change in the value of Property, Plant and Equipment. Estimated useful lives used to calculate depreciation expense over a straight-line basis ranged from 5 to 40 years.

H. This adjustment represents the accrual of transaction costs incurred by the Company subsequent to the date of the unaudited pro forma combined balance sheet. The costs are expected to be included in the historical statement of income of the Company for the year ended December 31, 2020. These costs will not affect the Company’s income statement beyond twelve months after the acquisition date.

I. This adjustment reflects the recognition of tax and insurance liabilities as if the Transaction occurred on September 30, 2021. The adjustment is intended to directly offset the indemnified tax receivable of $4,200 thousand and insurance receivable of $1,482 thousand within HCS’s balance sheet. The adjustments are also reflected within the assumed liabilities as part of the Company’s purchase price allocation presented in Note 2.

J. This adjustment reflects the elimination of transactions between the Company and HCS as they are intercompany in nature on a combined presentation basis.

K. This adjustment is to record the earnings impact of transaction accounting adjustments as of September 30, 2021 to retained earnings. Refer to note H for additional information.

L. This adjustment is to record the impact of the above income statement adjustments on income tax expense. An estimated blended federal and state statutory tax rate of 22.8% was assumed for the pro forma adjustments. The blended tax rate is not necessarily indicative of the effective tax rate of the combined company. The effective tax rate of the Company could vary significantly.

Other Adjustments

M. This adjustment reflects the cash received from additional financing to fund the Transaction. The net increase to debt reflects the new term loan of $300,000 thousand and an additional $103,000 thousand drawn on the existing revolving credit facility to finance the acquisition of HCS, less $7,400 thousand of debt issuance costs. The net increase to interest expense reflects use of the current variable rate on the additional debt as well as amortization of financing costs. A 0.125% variance in the interest rate would have a $584 thousand and $805 thousand impact on net income for the nine months ended September 30, 2021 and December 31, 2020, respectively.

N. This adjustment is to record the impact of the above debt adjustments on income tax expense. An estimated blended federal and state statutory tax rate of 22.8% was assumed for the pro forma adjustments. The blended tax rate is not necessarily indicative of the effective tax rate of the combined company. The effective tax rate of the Company could vary significantly.

NOTE 4: Impact of Recently Issued Accounting Standard

On October 1, 2021, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer to account for revenue contracts acquired in a business combination in accordance with ASC Topic 606 Revenue Recognition, as if it had originated the contracts. The acquirer may assess how the acquiree applied Topic 606 to determine what to record for the acquired contracts. ASU 2021-08 is effective for public entities in the fiscal year beginning after December 15, 2022, including interim periods within the fiscal year, and should be applied prospectively to business combinations on or after the effective date of the amendment. Early adoption is permitted, including adoption in an interim period. The Company elected to early adopt the standard as of December 31, 2021.

The amendment should be applied prospectively; however, an entity that elects to early adopt in an interim period should apply the amendments to all business combinations that occurred during the fiscal year that includes that interim period. The contract assets previously measured at fair value would be revised and measured as of the acquisition date in accordance with Topic 606.

The contract assets recognized on the HCS balance sheet are related to vendor managed inventory contracts. The impact of the adoption of the amendment is expected to alter the method of revenue recognition for these contracts from over-time to point-in-time in accordance with ASC Topic 606. As such, the Company would not recognize contract assets related to the acquired vendor managed inventory contracts on the consolidated balance sheet.