Business Acquisitions | NOTE 3 – Business Acquisitions TEWA Temperature Sensors SP. Zo.o. Acquisition On February 28, 2022, we acquired 100 % of the outstanding shares of TEWA Temperature Sensors SP. Zo.o. (“TEWA”). TEWA is a designer and manufacturer of high-quality temperature sensors. TEWA has complementary capabilities with our existing temperature sensing platform, and the acquisition supports our end market diversification strategy and expands our presence in Europe. The final purchase price of $ 23,721 , net of cash acquired of $ 2,979 , has been allocated to the fair values of assets and liabilities acquired as of February 28, 2022. The purchase price was reduced by $794 for the final settlement of net working capital in the quarter. The following table summarizes the consideration paid, the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: Fair Values at Accounts Receivable $ 2,521 Inventory 3,136 Other current assets 69 Property, plant and equipment 654 Other assets 27 Goodwill 8,473 Intangible assets 13,650 Fair value of assets acquired 28,530 Less fair value of liabilities acquired ( 4,809 ) Purchase price $ 23,721 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. The Company recorded a $ 1,180 step-up of inventory to its fair value as of the acquisition date. The step-up was amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold with $ 580 recognized in the first quarter of 2022. The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets: Carrying Weighted Customer lists/relationships $ 13,000 12.0 Technology and other intangibles 650 3.0 Total $ 13,650 Ferroperm Piezoceramics A/S Acquisition On June 30, 2022, we acquired 100 % of the outstanding shares of Ferroperm Piezoceramics A/S (“Ferroperm”). Ferroperm specializes in the design and manufacture of high performance piezoceramic components for use in complex and demanding medical, industrial, and aerospace applications. Ferroperm has complementary capabilities with our existing medical diagnostics and imaging product lines. The acquisition supports our end market diversification strategy and expands our presence in European end markets. The final purchase price of $ 72,340 , net of cash acquired of $ 5,578 , has been allocated to the fair values of assets and liabilities acquired as of June 30, 2022. The valuation of intangible assets and associated deferred tax liability was finalized in the quarter. The following table summarizes the final consideration paid, the fair values of the assets acquired and the liabilities assumed as of the date of acquisition: Fair Values at Accounts Receivable $ 3,073 Inventory 6,848 Other current assets 1,003 Property, plant and equipment 3,953 Other assets 158 Goodwill 31,985 Intangible assets 38,100 Fair value of assets acquired 85,120 Less fair value of liabilities acquired ( 12,780 ) Purchase price $ 72,340 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. The Company recorded a $ 3,012 step-up of inventory to its fair value as of the acquisition date based on the preliminary valuation. The step-up was amortized as a non-cash charge to cost of goods sold as the acquired inventory was sold in the third and fourth quarters of 2022. The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets: Carrying Weighted Customer lists/relationships $ 31,800 16.0 Technology and other intangibles 6,300 14.0 Total $ 38,100 Maglab AG Acquisition On February 6, 2023, we acquired 100 % of the outstanding shares of Maglab AG (”Maglab”). Maglab has deep expertise in magnetic system design and current measurement solutions for use in e-mobility, industrial automation, and renewable energy applications. Maglab’s domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in electric motor sensing and controls markets. The purchase price, which includes estimated changes in working capital, of $ 7,714 has been allocated to the fair values of assets and liabilities acquired as of February 6, 2023. The allocation of the purchase price continues to be preliminary pending the completion of the valuation of intangible assets and finalization of management’s estimates. The information included below represents our current estimate of the purchase price allocation. The following tables summarize the purchase price, the fair values of the assets acquired and the liabilities assumed as of the date of acquisition of Maglab: Consideration Paid Cash paid, net of cash acquired of $ 14 $ 4,150 Contingent consideration 3,564 Purchase price $ 7,714 Fair Values at Accounts Receivable $ 348 Inventory 43 Other Current Assets 41 Property, plant and equipment 35 Goodwill 5,527 Intangible assets 1,955 Fair value of assets acquired 7,949 Less fair value of liabilities acquired ( 235 ) Purchase price $ 7,714 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. Intangible assets acquired have been assigned a provisional value of $ 1,955 with an estimated weighted average amortization period of 12 years. They are included as customer lists/relationships in our Condensed Consolidated Balance Sheets and subsequent notes. Due to the timing of the acquisition, the identification and valuation of all intangible assets remains incomplete; however, management used historical experience and projections to estimate the potential value at March 31, 2023. The amount and assumptions included above remain an estimate that will be adjusted once purchase accounting is complete. 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 annual revenue and customer order targets through the fiscal year ending December 31, 2025. The Company recorded $ 3,564 as the acquisition date fair value of the contingent consideration based on the estimate of the probability of achieving the performance targets. This amount is also reflected as an addition to the purchase price. |