Mergers, Acquisitions and Dispositions Disclosures [Text Block] | 2 . Acquisitions The Company accounts for acquisitions using the acquisition method in accordance with ASC 805, Monolith In December 2015, $3.5 12% $3.5 December 31, 2016. On February 28, 2017, 62% $15 $1.0 $10 June 30, 2019. The additional investment resulted in the Company gaining control of Monolith and was accounted for as a step-acquisition with the fair value of the original investment immediately before the acquisition estimated to be approximately $3.5 Commencing March 1, 2017, January 1, 2017, The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Monolith acquisition: (in thousands) Purchase Price Allocation Total purchase consideration: Original investment $ 3,500 Cash, net of cash acquired 14,172 Fair value of commitment to purchase non-controlling interest 9,000 Total purchase consideration $ 26,672 Allocation of consideration to assets acquired and liabilities assumed: Current assets, net $ 891 Property, plant, and equipment 789 Patented and unpatented technologies 6,720 Non-compete agreement 140 Goodwill 20,641 Current liabilities (639 ) Other non-current liabilities (1,870 ) $ 26,672 All Monolith goodwill, other assets and liabilities were recorded in the Electronics segment and reflected in the United States geographic area. The goodwill resulting from this acquisition consists largely of the Company’s expected future product sales and synergies from combining Monolith’s products and technology with the Company’s existing electronics product portfolio. Goodwill for the above acquisition is not expected to be deductible for tax purposes. ON Portfolio On August 29, 2016, $104.0 . The acquired business, which is included in the Electronics segment, consists of a product portfolio that includes transient voltage suppression (“TVS”) diodes, switching thyristors and insulated gate bipolar transistors (“IGBTs”) for automotive ignition applications. The acquisition expands the Company’s offerings in power semiconductor applications as well as increases its presence in the automotive electronics market. The ON Portfolio products have strong synergies with the Company’s existing circuit protection business and will strengthen its channel partnerships and customer engagement. The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the ON Portfolio acquisition: (in thousands) Purcha se Price Allocation Total purchase consideration: Cash $ 104,000 Allocation of consideration to assets acquired and liabilities assumed: Current assets, net $ 4,816 Customer relationships 31,800 Patented and unpatented technologies 8,800 Non-compete agreement 2,500 Goodwill 56,084 $ 104,000 All the ON Portfolio business goodwill and other assets were recorded in the Electronics segment and are reflected in the Americas and Europe geographic areas. The customer relationships are being amortized over 13.5 6 8.5 4 power semiconductor product portfolio. $7.3 As required by purchase accounting rules, the Company recorded a $0.7 2016, Menber’s On April 4, 2016, $19.2 The following table summarizes the preliminary purchase price allocation of the fair value of assets acquired and liabilities assumed in the Menber’s acquisition: (in thousands) Purchase Price Allocation Total purchase consideration: Cash, net of acquired cash $ 19,162 Preliminary allocation of consideration to assets acquired and liabilities assumed: Current assets, net $ 12,919 Property, plant, and equipment 1,693 Customer relationships 3,050 Patented and unpatented technologies 224 Trademarks and tradenames 1,849 Goodwill 8,091 Current liabilities (7,220 ) Other non-current liabilities (1,444 ) $ 19,162 All Menber’s goodwill and other assets and liabilities were recorded in the Automotive segment and reflected in the Europe geographic area. The customer relationships are being amortized over 10 5 10 As required by purchase accounting rules, the Company recorded a $0.2 2016, PolySwitch On March 25, 2016, 100% $348.3 April 1, 2017, $344.5 $348.3 second 2017. has a leading position in polymer based resettable circuit protection devices, with a strong global presence in the automotive, battery, industrial, communications and mobile computing markets. PolySwitch has manufacturing facilities in Shanghai and Kunshan, China and Tsukuba, Japan. The acquisition allows the Company to strengthen its global circuit protection product portfolio, as well as strengthen its presence in the automotive electronics and battery end markets. The acquisition also significantly increases the Company’s presence in Japan. The following table summarizes the purchase price allocation of the fair value of assets acquired and liabilities assumed in the PolySwitch acquisition: (in thousands) Purchase Price Allocation Total purchase consideration: Original consideration $ 350,000 Post closing consideration adjustment received (1,708 ) Acquired cash (3,810 ) Acquired cash to be returned to seller 3,810 Total purchase consideration $ 348,292 Allocation of consideration to assets acquired and liabilities assumed: Current assets, net $ 60,228 Property, plant, and equipment 51,613 Land lease 4,290 Patented and unpatented technologies 56,425 Customer relationships 39,720 Goodwill 165,088 Other long-term assets 11,228 Current liabilities (35,280 ) Other non-current liabilities (5,020 ) $ 348,292 All PolySwitch goodwill and other assets and liabilities were recorded in the Electronics and Automotive segments and reflected in all geographic areas. The customer relationships are being amortized over 15 10 $103.8 $61.3 $64.9 As required by purchase accounting rules, the Company recorded a $6.9 second 2016, Pro Forma Results The following table summarizes, on a pro forma basis, the combined results of operations of the Company and the acquired PolySwitch and the ON Portfolio businesses for the three April 2, 2016 January 3, 2016. January 3, 2016 (in thousands) Three Months Ended April 2, 2016 Net sales $ 268,775 Income before income taxes 34,081 Net income 27,508 Net income — basic 1.23 Net income — diluted 1.22 Pro forma results presented above primarily reflect: (i) incremental depreciation relating to fair value adjustments to property, plant, and equipment; (ii) amortization adjustments relating to fair value estimates of intangible assets; (iii) incremental interest expense on assumed indebtedness; and (iv) additional cost of goods sold relating to the capitalization of gross profit as part of purchase accounting recognized for purposes of the pro forma as if it was recognized during the Company’s first 2016. |