Business Combination Disclosure [Text Block] | 2 cquisitions The Company’s recent acquisitions are strategically significant to the future growth prospects of the Company. At the time of the acquisition and December 31, 2019, GS Engineering During the fourth 2019, The Company paid $30.5 million in cash for all of the issued and outstanding equity interests of GS Engineering. The preliminary purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a preliminary estimate of their fair values on the closing date. The Company has commenced a formal valuation of the acquired assets and liabilities and has updated the preliminary intangible assets based on the preliminary valuation results. Goodwill from the transaction is attributable to the combined organization utilizing the GS technology across its global production footprint to enable customers worldwide to benefit from a combined offering for harmonized designs across a variety of surfaces and materials. Intangible assets of $8.9 million are preliminarily recorded, consisting of $5.6 million for developed technology to be amortized over a period of 15 years, $0.9 million for indefinite lived trademarks, and $2.4 million of customer relationships to be amortized over 13 years. The Company’s assigned fair values are preliminary as of September 30, 2019 338 10 The components of the fair value of the GS Engineering acquisition, including the preliminary allocation of the purchase price at December 31 2019, Preliminary Allocation June 30, 2019 Adjustments Adjusted Preliminary Allocation December 31, 2019 Fair value of business combination: Cash payments $ 30,502 $ - $ 30,502 Less, cash acquired (622 ) - (622 ) Total $ 29,880 $ - $ 29,880 Preliminary Allocation June 30, 2019 Adjustments Adjusted Preliminary Allocation December 31, 2019 Identifiable assets acquired and liabilities assumed: Other acquired assets $ 2,197 $ (72 ) $ 2,125 Inventories 228 (75 ) 153 Customer Backlog 180 - 180 Property, plant, & equipment 1,391 - 1,391 Identifiable intangible assets 8,910 - 8,910 Goodwill 17,976 147 18,123 Liabilities assumed (1,002 ) - (1,002 ) Total $ 29,880 $ - $ 29,880 Agile Magnetics On the last business day of the first 2019, The Company paid $39.2 million in cash for all of the issued and outstanding equity interests of Agile. The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on a their fair values on the closing date. Goodwill recorded from this transaction is attributable to expanded capabilities of the combined organization which will allow for improved responsiveness to customer demands via a larger pool of engineering resources and local manufacturing. Intangible assets of $17.4 million are recorded, consisting of $13.5 million of customer relationships to be amortized over a period of 13 years, $3.8 million for indefinite lived trademarks, and $0.1 million for a non-compete arrangement to be amortized over 5 years. The goodwill of $16.4 million recorded in connection with the transaction is deductible for income tax purposes. The Company’s assigned fair values were final as of September 30, 2019. The components of the fair value of the Agile acquisition, including the final allocation of the purchase price at September 30, 2019, Preliminary Allocation September 30, 2018 Adjustments Final Allocation Fair value of business combination: Cash payments $ 39,194 $ - $ 39,194 Less, cash acquired (1 ) - (1 ) Total $ 39,193 $ - $ 39,193 Preliminary Allocation September 30, 2018 Adjustments Final Allocation Identifiable assets acquired and liabilities assumed: Other acquired assets $ 1,928 $ (35 ) $ 1,893 Inventories 2,506 268 2,774 Customer Backlog - 200 200 Property, plant, & equipment 1,318 (348 ) 970 Identifiable intangible assets 13,718 3,632 17,350 Goodwill 20,142 (3,708 ) 16,434 Liabilities assumed (419 ) (9 ) (428 ) Total $ 39,193 $ - $ 39,193 Tenibac-Graphion Inc. During August 2019, The Company paid $57.3 million in cash for all of the issued and outstanding equity interests of Tenibac. The purchase price was allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their fair values on the closing date. Goodwill recorded from this transaction is attributable to the complementary services that the combined business can now offer to customers, through increased responsiveness to customer demands, and providing innovative approaches to solving customer needs by offering a full line of mold and tool services to customers. Intangible assets of $16.9 million are recorded, consisting of $11.3 million of customer relationships to be amortized over a period of 15 years, $4.2 million for indefinite lived trademarks, and $1.4 million of other intangibles assets to be amortized over 5 years. The Company’s assigned fair values were final as of June 30, 2019. The components of the fair value of the Tenibac acquisition, including the final allocation of the purchase price are as follows (in thousands): Preliminary Allocation September 30, 2018 Adjustments Final Allocation Fair value of business combination: Cash payments $ 57,284 $ - $ 57,284 Less cash acquired (558 ) - (558 ) Total $ 56,726 $ - $ 56,726 Preliminary Allocation September 30, 2018 Adjustments Final Allocation Identifiable assets acquired and liabilities assumed: Other acquired assets $ 5,023 $ (1,253 ) $ 3,770 Inventories 324 - 324 Customer backlog 1,000 (800 ) 200 Property, plant, & equipment 2,490 (19 ) 2,471 Identifiable intangible assets 15,960 900 16,860 Goodwill 32,949 1,411 34,360 Liabilities assumed (1,020 ) (239 ) (1,259 ) Total $ 56,726 $ - $ 56,726 Piazza Rosa Group During the first 2018, The Company paid $10.1 million in cash for all of the issued and outstanding equity interests of the Piazza Rosa Group and also paid $2.8 million subsequent to closing in order to satisfy assumed debt of the entity at the time of acquisition. The Company has estimated that total cash consideration will be adjusted by $2.6 million based upon achievement of certain revenue metrics over the next three first first 2019, second second 2020 first two Acquisition-Related Costs Acquisition-related costs include costs related to acquired businesses and other pending acquisitions. These costs consist of (i) deferred compensation and (ii) acquisition-related professional service fees and expenses, including financial advisory, legal, accounting, and other outside services incurred in connection with acquisition activities, and regulatory matters related to acquired entities. These costs do not Deferred compensation costs relate to the acquisition of Horizon Scientific on October 16, 2016, second third three six December 31, 2019 second 2020, Acquisition related costs consist of miscellaneous professional service fees and expenses for our recent acquisitions. The components of acquisition-related costs are as follows (in thousands): Three Months Ended Six Months Ended December 31, December 31, 2019 2018 2019 2018 Deferred compensation arrangements $ 467 $ 703 $ 1,170 $ 1,370 Other acquisition-related costs 306 156 337 177 Total $ 773 $ 859 $ 1,507 $ 1,547 |