Quarterly report pursuant to Section 13 or 15(d)

Acquisitions

v3.22.2.2
Acquisitions
 9 Months Ended
Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Acquisition of DanChem Technologies, Inc.
On October 22, 2021, the Company completed the acquisition of DanChem, a contract manufacturer of chemical products located in Danville, Virginia. The Company accounted for the transaction as a business combination using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805 - "Business Combinations." The preliminary purchase price was $34.1 million including $1.5 million in cash obtained through the acquisition. The purchase price was paid in cash and funded through a drawdown of $34.5 million on the Company’s existing revolving credit facility. Amounts outstanding under the revolving line of credit portion of the facility currently bear interest, at the Company's option, at (a) the Base Rate (as defined in the Credit Agreement) plus 0.50%, or (b) LIBOR plus 150%. See Note 8 for more information on the Company's long-term debt.
During the three and nine months ended September 30, 2022, subsequent to the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed, management revised the initial estimate of the fair value of property, plant and equipment resulting in an increase of $1.6 million. As a result of this revision within the measurement period, goodwill was decreased by $1.2 million and the Company's deferred tax balances were increased by $0.4 million. In addition, the change to the provisional amount resulted in an increase in depreciation expense and accumulated depreciation of $0.2 million of which $0.1 million relates to a previous reporting period.
The table below summarizes the preliminary estimates of fair value of identifiable assets acquired and liabilities assumed in the Acquisition and the revisions made in the third quarter of 2022. These preliminary estimates of the fair value are subject to additional revisions, which may result in additional adjustments to the values presented below.
(in thousands) October 22, 2021 Revisions September 30, 2022
Cash and cash equivalents $ 1,533  $ 1,533 
Accounts receivable, net of allowance for credit losses of $118
 5,358  5,358 
Inventories, net 1,561  1,561 
Prepaid expenses and other current assets 454  454 
Property, plant and equipment, net 15,697  $ 1,594  17,291 
Right of use asset, operating leases, net 208  208 
Intangible assets, net 5,750  5,750 
Total identifiable assets acquired $ 30,561  $ 1,594  $ 32,155 
Accounts payable $ 1,751  $ 1,751 
Accrued expenses and other current liabilities 1,622  1,622 
Current portion of operating lease liabilities 51  51 
Current portion of finance lease liabilities 215  215 
Deferred income taxes 2,542  $ 387  2,929 
Long-term portion of operating lease liabilities 157  157 
Long-term portion of finance lease liabilities 1,408  1,408 
Total identifiable liabilities assumed $ 7,746  $ 387  $ 8,133 
Net identifiable assets acquired $ 22,815  $ 1,207  $ 24,022 
Transaction price 34,097  34,097 
Goodwill $ 11,282  $ (1,207) $ 10,075 
The Company is in the process of finalizing the value of deferred tax balances and the Company's estimates of these values was still preliminary on September 30, 2022, pending completion of the DanChem pre-acquisition tax returns. Therefore, these provisional amounts are subject to change as the Company continues to evaluate information required to complete the valuations throughout the measurement period, which will not exceed one year from the acquisition date.
Goodwill is calculated as the excess of the purchase price over the fair value of the net assets acquired. The recognized goodwill is attributable to operational synergies, assembled workforce and growth opportunities and was allocated to the Company's Specialty Chemicals segment. Substantially all of the goodwill resulting from this acquisition is not expected to be deductible for tax purposes.
The Company had no one-time, acquisition-related costs recognized in acquisition costs and other expenses in the unaudited condensed consolidated statements of income for the three months ended September 30, 2022. Approximately $0.4 million of one-time, acquisition-related costs, is recognized in acquisition costs and other expenses in the unaudited condensed consolidated statements of income for the nine months ended September 30, 2022.
The Company identified DanChem’s customer relationships, product development know-how, and tradename as finite-lived assets with estimated fair values as of the acquisition date of $5.1 million, $0.5 million, and $0.2 million, respectively. The finite-lived assets are subject to amortization using either an accelerated or straight-line method over 15 years.
Total net sales and operating loss for DanChem for the three and nine months ended September 30, 2022 were as follows:
(in thousands) Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022
Net sales $ 8,306  $ 24,167 
Operating loss $ (728) $ (286)