Acquisitions | Acquisitions Perstorp Holding AB's Caprolactone Business On December 10, 2018, we entered into an agreement for the sale and purchase of Perstorp UK Ltd. (the “Caprolactone Agreement”) with Perstorp Holding AB, a company registered in Sweden that develops, manufactures, and sells specialty chemicals (the “Seller”). Pursuant to the Caprolactone Agreement, we agreed to purchase the shares held by the Seller in Perstorp UK Ltd., including the Seller’s entire caprolactone business ("Caprolactone Business"), in exchange for €570.9 million , less assumed debt and other miscellaneous transaction costs, as further defined in the Caprolactone Agreement (the “Purchase Price”), plus interest accrued on the Purchase Price (herein referred to as the “Caprolactone Acquisition”). On February 13, 2019, pursuant to the terms and conditions set forth in the Caprolactone Agreement, we completed the Caprolactone Acquisition for an aggregate purchase price of €578.9 million ( $652.5 million ), less assumed debt of €100.4 million ( $113.1 million ). At closing, the assumed debt was settled with an affiliate of the Seller. The Caprolactone Acquisition will be integrated into our Performance Chemicals segment and included within our engineered polymers product line. Our revolving credit facility was utilized as the primary source of funds, along with available cash on hand, to fund the Caprolactone Acquisition. The Caprolactone Acquisition contributed Net sales of $34.3 million and $58.5 million and Income (loss) before income taxes of $4.6 million and $2.3 million , for the three and six months ended June 30, 2019 , respectively, to the consolidated operating results of Ingevity. Preliminary Purchase Price Allocation The Caprolactone Acquisition is considered an acquisition of a business under business combinations accounting guidance, and therefore we applied acquisition accounting. Acquisition accounting requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The aggregate purchase price noted above was allocated to the major categories of assets acquired and liabilities assumed based upon their estimated fair values at the acquisition date using primarily Level 2 and Level 3 inputs. These Level 2 and Level 3 valuation inputs include an estimate of future cash flows and discount rates. Additionally, estimated fair values are based, in part, upon outside appraisals for certain assets, including specifically-identified intangible assets. See Note 6 for additional explanation of Level 2 and Level 3 inputs. The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and is subject to change within the measurement period (up to one year from the acquisition date) as additional information concerning final asset and liability valuations is obtained. The primary areas of the preliminary purchase price allocation that are not yet finalized relate to the fair value of inventories, property, plant and equipment, and intangible assets. During the measurement period, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date, we will revise the preliminary purchase price allocation. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments had been completed on the acquisition date. The impact of all changes that do not qualify as measurement period adjustments will be included in current period earnings. Preliminary Purchase Price Allocation In millions Weighted Average Amortization Period Fair Value Cash and cash equivalents $ 0.7 Accounts receivable, net 15.7 Inventories (1) 21.7 Prepaid and other current assets 1.3 Property, plant and equipment (5) 86.3 Operating lease assets, net (6) 1.8 Intangible assets (2) Customer relationships 17 years 159.0 Developed technology 12 years 64.8 Brands Indefinite 67.0 Non-compete agreement 3 years 0.5 Goodwill (3) (5) 297.5 Other assets 1.3 Total fair value of assets acquired $ 717.6 Accounts payable 13.6 Accrued expenses (6) 2.3 Long-term debt 113.1 Operating lease liabilities (6) 1.7 Deferred income taxes (5) 47.5 Total fair value of liabilities assumed $ 178.2 Cash and restricted cash acquired (4) 1.5 Total cash paid, less cash and restricted cash acquired $ 537.9 _______________ (1) Fair value of finished good inventories acquired included a step-up in the value of approximately $8.4 million, all of which was expensed in the three months ended March 31, 2019. The expense is included in "Cost of sales" on the condensed consolidated statement of operations. Inventories are accounted for on a first-in, first-out basis of accounting. (2) The aggregate amortization expense was $3.9 million and $5.8 million for the three and six months ended June 30, 2019. Estimated amortization expense is as follows: 2019 - $13.3 million, 2020 - $15.2 million, 2021 - $15.1 million, 2022 - $15.0 million and 2023 - $15.0 million. The estimated pre-tax amortization expense may fluctuate due to changes in foreign currency. (3) Goodwill consists of estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. See Note 9 for further information regarding our allocation of goodwill among our reportable segments. None of the acquired goodwill will be deductible for income tax purposes. (4) Cash and cash equivalents and restricted cash were $0.7 million and $0.8 million, respectively, at closing. Restricted cash is included in "Prepaid and other current assets" on the condensed consolidated balance sheet. (5) During Q2 2019, we performed a full physical asset inspection resulting in the reduction of $2.5 million to the initial preliminary value of property, plant and equipment. This reduction also resulted in a corresponding increase in goodwill of $2.1 million and reduction of deferred income taxes $0.4 million. (6) During Q2 2019, we performed our assessment of the acquired lease assets in accordance with ASC 842 resulting in the recognition of $1.8 million of operating lease assets, $0.1 million of current lease liabilities, and $1.7 million of noncurrent lease liabilities. Georgia Pacific's Pine Chemical Business On March 8, 2018, pursuant to the terms and conditions set forth in the asset purchase agreement with Georgia-Pacific Chemicals LLC, Georgia-Pacific LLC (together with Georgia-Pacific Chemicals LLC, "GP") and Ingevity Arkansas, LLC, a wholly-owned subsidiary of Ingevity, we completed the acquisition (the "Pine Chemical Acquisition") of substantially all the assets primarily used in GP's pine chemical business (the "Pine Chemical Business") for an aggregate purchase price of $315.5 million . The aggregate purchase price was finalized during the third quarter of 2018 with a final payment to GP in the amount of $0.5 million to finalize the net working capital acquired on March 8, 2018. The Pine Chemical Business included the assets and facilities related to tall oil fractionation operations and the production or modification of tall oil fatty acids, tall oil rosins, rosin derivatives and formulated products. In addition, on March 8, 2018, we entered into a 20 -year, market-based CTO supply contract with certain of GP’s paper mill operations. The Pine Chemical Business was integrated into our Performance Chemicals segment and has been included within our results of operations since March 8, 2018. The Pine Chemical Acquisition contributed Net sales of $21.1 million and $25.9 million and Income (loss) before income taxes of $(1.3) million and $(1.0) million three and six months ended June 30, 2018 , respectively, to the consolidated operating results of Ingevity. Purchase Price Allocation The following table summarizes the consideration paid for the Pine Chemical Business and the assets acquired and liabilities assumed: Purchase Price Allocation In millions Weighted Average Amortization Period Fair Value Accounts receivable $ 16.2 Inventories (1) 9.4 Property, plant and equipment 39.3 Intangible assets (2) Patents 12 years 1.9 Non-compete agreement 3 years 2.2 Customer relationships 11 years 129.0 Goodwill (3) 118.7 Other assets 0.1 Total fair value of assets acquired 316.8 Accounts payable 0.8 Accrued expenses 0.5 Total fair value of liabilities assumed $ 1.3 Total cash paid $ 315.5 _______________ (1) Fair value of finished goods inventories acquired included a step-up in the value of approximately $1.4 million, of which $0.6 million and $1.4 million was expensed in the three and six months ended June 30, 2018, respectively. The expense is included in "Cost of sales" on the condensed consolidated statement of operations. (2) For the three months ended June 30, 2019 and 2018, the aggregate amortization expense was $3.1 million and $3.5 million, respectively, and for the six months ended June 30, 2019 and 2018, the aggregate amortization expense was approximately $6.3 million and $4.2 million, respectively. Estimated amortization expense is as follows: 2019 - $12.7 million, 2020 - $12.7 million, 2021 - $12.0 million, 2022 - $11.8 million and 2023 - $11.8 million. (3) Goodwill largely consists of expected cost synergies and economies of scale resulting from the business combination. We expect the full amount to be deductible for income tax purposes. Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations assume that the Caprolactone Acquisition as well as the acquisition of the Pine Chemical Business occurred at the beginning of the periods presented. These unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations would have been if the acquisitions occurred at the beginning of the periods presented, nor are they indicative of future results of operations. The pro forma results include additional interest expense on the debt issued to finance the acquisition, amortization and depreciation expense based on the estimated fair value and useful lives of intangible assets and tangible assets, and related tax effects. The pro forma results presented below are adjusted for the removal of Acquisition and other related costs for the three and six months ended June 30, 2019 of $0.8 million and $32.0 million , respectively, and for the three and six months ended June 30, 2018 of $1.1 million and $5.7 million , respectively. Three Months Ended June 30, Six Months Ended June 30, In millions 2019 2018 2019 2018 Net sales $ 352.8 $ 350.0 $ 647.3 $ 651.9 Income (loss) before income taxes 73.5 64.5 127.0 123.7 Diluted earnings (loss) per share attributable to Ingevity stockholders $ 1.35 $ 1.10 $ 2.49 $ 2.08 Acquisition and other related costs Costs incurred to complete and integrate the acquisitions noted above into our Performance Chemicals segment are expensed as incurred on our condensed consolidated statement of operations. The following table summarizes the costs incurred associated with these combined activities. Three Months Ended June 30, Six Months Ended June 30, In millions 2019 2018 2019 2018 Legal and professional service fees $ 0.8 $ 0.5 $ 10.9 $ 4.3 Loss on hedging purchase price — — 12.7 — Acquisition-related costs $ 0.8 $ 0.5 23.6 4.3 Inventory fair value step-up amortization (1) — 0.6 8.4 1.4 Acquisition and other-related costs $ 0.8 $ 1.1 $ 32.0 $ 5.7 _______________ (1) Included within "Cost of sales" on the condensed consolidated statement of operations. |