Business Combination Disclosure | 4. BUSINESS COMBINATIONS On January 3, 2020, the Company acquired all of the equity interests of Bal Seal Engineering, LLC ("Bal Seal"), of Foothill Ranch, California, at a purchase price of $317.5 million . Bal Seal is a leader in the design, development, and manufacturing of highly engineered products, including precision springs, seals, and contacts. With this acquisition, the Company has significantly expanded its portfolio of engineered products and offerings while creating new opportunities to reach customers in medical technology, aerospace and defense, and industrial end markets. This acquisition was accounted for as a purchase transaction. The assets acquired and liabilities assumed were recorded based on their fair values at the date of acquisition as follows (in thousands): Cash $ 10,953 Restricted cash 1,932 Accounts receivable 9,525 Contract assets 784 Inventories 13,500 Property, plant and equipment 81,997 Operating right-of-use asset 653 Other tangible assets 2,492 Goodwill 110,789 Other intangible assets 94,600 Liabilities (9,679) Net assets acquired 317,546 Less cash received (12,885) Net consideration $ 304,661 The preliminary purchase price allocation for the acquisition of Bal Seal was based upon a preliminary valuation and the Company's estimates and assumptions for this acquisition are subject to change as the Company obtains additional information during the measurement period. During the second quarter, the Company adjusted certain assumptions used to value the identifiable intangible assets and the Company finalized the working capital adjustment. These changes resulted in an increase to goodwill of $6.0 million and a decrease to other intangible assets of $5.4 million. The principal areas of the purchase price allocation that are not yet finalized relate to the validation of certain forecasted cash flows used to value the identifiable intangible assets. These purchase price allocations will be finalized within the one-year measurement period. The goodwill associated with this acquisition is tax deductible and is the result of expected synergies from combining the operations of the acquired business with the Company's operations and intangible assets that do not qualify for separate recognition, such as an assembled workforce. The fair value of the identifiable intangible assets of $94.6 million, consisting of customer relationships, developed technologies, trade name and acquired backlog, was determined using the income approach. Specifically, a multi-period, excess earnings method was utilized for the customer relationships and backlog and the relief-from-royalty method was utilized for the trade name and developed technologies. The fair value of the customer relationships, $56.7 million, is being amortized based on the economic pattern of benefit over periods ranging from 28 to 36 years; the fair value of the developed technologies, $25.3 million, is being amortized on a straight-line basis over periods ranging from 7 to 13 years; the fair value of the trade name, $11.0 million, is being amortized on a straight-line basis over a 40 year term; and the fair value of the acquired backlog, $1.6 million, is being amortized on a straight-line basis over a period of 1 year. These amortization periods represent the estimated useful lives of the assets. As of the acquisition date, Bal Seal had $1.9 million in costs accrued for its employee retention plans in other long term liabilities. Upon closing, the Company funded $24.7 million associated with these employee retention plans into escrow accounts. This amount and related interest was included in restricted cash on the Company's Condensed Consolidated Balance Sheets as of July 3, 2020. Eligible participants will receive an allocation of the escrow balance one year following the acquisition date. In addition to the purchase price of $317.5 million, the Company will incur $22.8 million in compensation expense associated with these retention plans in the year ended December 31, 2020. Of this amount, $5.7 million and $11.4 million was incurred in the three-month and six-month fiscal periods ended July 3, 2020, respectively. 4. BUSINESS COMBINATIONS (CONTINUED) Bal Seal's results of operations have been included in the Company's financial statements for the period subsequent to the completion of the acquisition on January 3, 2020. Bal Seal contributed $18.1 million and $41.4 million of revenue and $8.1 million and $13.9 million of operating loss for the three-month and six-month fiscal periods ended July 3, 2020. The following table reflects the unaudited pro forma operating results of the Company for the three-month and six-month fiscal periods ended July 3, 2020 and June 28, 2019, which gives effect to the acquisition of Bal Seal as if the company had been acquired on January 1, 2019. The pro forma results are based on assumptions that the Company believes are reasonable under the circumstances. The pro forma results are not necessarily indicative of the operating results that would have occurred had the acquisitions been effective January 1, 2019, nor are they intended to be indicative of results that may occur in the future. The underlying pro forma information includes the historical financial results of the Company and the acquired business adjusted for certain items discussed below. The pro forma information does not include the effects of any synergies, cost reduction initiatives or anticipated integration costs related to the acquisitions. For the Three Months Ended For the Six Months Ended July 3, 2020 June 28, 2019 July 3, 2020 June 28, 2019 In thousands Net sales $ 177,890 $ 198,493 $ 385,212 $ 388,052 Earnings from continuing operations $ 5,243 $ 2,024 $ 16,925 $ (3,695) Net earnings $ 5,243 $ 9,101 $ 17,617 $ 11,685 Adjustments to pro forma earnings for the three-month fiscal period ended July 3, 2020, include a $5.7 million reduction in compensation expense associated with Bal Seal's employee retention plans, a $1.2 million reduction in costs associated with the inventory step-up, $1.4 million in lower amortization of intangible assets and $3.0 million in higher income tax expense. Adjustments to pro forma earnings for the three-month fiscal period ended June 28, 2019, include a $1.0 million reduction in net expenses associated with buildings purchased by the Company that were previously leased by Bal Seal, $2.5 million in incremental amortization of intangible assets, $5.7 million incremental compensation expense associated with Bal Seal's employee retention plans, $1.2 million in additional costs associated with the inventory step-up and 1.6 million in lower income tax expense. Adjustments to pro forma earnings for the six-month fiscal period ended July 3, 2020, include a $11.4 million reduction in compensation expense associated with Bal Seal's employee retention plans, the absence of $8.5 million in acquisition-related costs, a $2.4 million reduction in costs associated with the inventory step-up, $1.8 million in lower amortization of intangible assets and $6.6 million in higher income tax expense. Adjustments to pro forma earnings for the six-month fiscal period ended June 28, 2019, include a $2.1 million reduction in net expenses associated with buildings purchased by the Company that were previously leased by Bal Seal, $4.2 million in incremental amortization of intangible assets, $11.4 million incremental compensation expense associated with Bal Seal's employee retention plans, $8.5 million of acquisition-related costs, $2.4 million in additional costs associated with the inventory step-up and $4.5 million in lower income tax expense. |