ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾

Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Business Combinations

v3.22.1
Note 3 - Business Combinations
3 Months Ended
Mar. 31, 2022
Notes to Financial Statements Ìý
Business Combination Disclosure [Text Block]

3. BUSINESS COMBINATIONSÌý

Ìý

Acquisition ofÌýgaBRIEL Performance Products

Ìý

On January 15, 2021, we completed theÌýacquisition ofÌýGabriel Performance Products, a North American specialty chemical manufacturer of specialty additives and epoxy curing agents for the coatings, adhesives, sealants and composite end-markets (“Gabriel Acquisitionâ€�), from funds affiliated with Audax Private Equity in an all-cash transaction of approximately $251Ìýmillion, subject to customary closing adjustments. The purchase price wasÌýfunded from available liquidity, and the acquired business is being integrated into our Advanced Materials segment. Transaction costs related to this acquisition were approximately $1ÌýmillionÌýfor the three monthsÌýended March 31, 2021 and were recorded in other operating income, net in our condensed consolidated statements of operations.

Ìý

WeÌýaccounted for the Gabriel AcquisitionÌýusing the acquisition method. As such, we analyzed the fair value of tangible and intangible assets acquired and liabilities assumed. The allocation of acquisition cost to the assets acquired and liabilities assumed is summarized as follows (dollars in millions):

Ìý

Fair value of assets acquired and liabilities assumed:

Ìý Ìý Ìý Ìý

Cash paid for the Gabriel Acquisition

Ìý $ 251 Ìý
Ìý Ìý Ìý Ìý Ìý

Cash

Ìý $ 9 Ìý

Accounts receivable

Ìý Ìý 13 Ìý

Inventories

Ìý Ìý 23 Ìý

Property, plant and equipment

Ìý Ìý 50 Ìý

Intangible assets

Ìý Ìý 96 Ìý

Goodwill

Ìý Ìý 87 Ìý

Accounts payable

Ìý Ìý (7 )

Accrued liabilities

Ìý Ìý (3 )

Deferred income taxes

Ìý Ìý (17 )

Total fair value of net assets acquired

Ìý $ 251 Ìý

Ìý

The valuation was finalized during the first quarter of 2022. Intangible assets acquired included in this allocation consist of trademarks, technology and trade secrets, which are being amortized over a period of 15 years. The goodwill recognized is attributable primarily to projected future profitable growth in our Advanced Materials specialty portfolio and synergies. We acquired approximately $94 million of goodwill that will be deductible for income tax purposes.

Ìý

Ìý

Ìý

PRO FORMA INFORMATION FOR ACQUISITION

Ìý

If the Gabriel Acquisition were to have occurred on January 1, 2021, the following estimated pro forma revenues, net income, net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation and ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International would have been reported (dollars in millions):

�

Ìý Ìý

Three months

Ìý
Ìý Ìý

ended

Ìý
Ìý Ìý

March 31,

Ìý
Ìý Ìý 2021 Ìý

Revenues

Ìý $ 1,841 Ìý

Net income

Ìý Ìý 88 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ Corporation

Ìý Ìý 71 Ìý

�

Ìý

Ìý Ìý

Three months

Ìý
Ìý Ìý

ended

Ìý
Ìý Ìý

March 31,

Ìý
Ìý Ìý 2021 Ìý

Revenues

Ìý $ 1,841 Ìý

Net income

Ìý Ìý 90 Ìý

Net income attributable to ÀÖÌìÌÃfun88(ÖйúÇø)¹Ù·½ÍøÕ¾ International

Ìý Ìý 73 Ìý

Ìý