| Preliminary Purchase Price Allocation |
The following table sets forth the calculation and allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition, which was complete as of March 31, 2018.
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|
|
|
|
|
|
Provisional Purchase
Price Allocation
|
|
Adjustments |
|
Purchase
Price Allocation
|
Total consideration, net of cash acquired |
|
$ |
41,572 |
|
|
$ |
— |
|
|
$ |
41,572 |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
|
|
|
Receivables |
|
$ |
14,305 |
|
|
$ |
— |
|
|
$ |
14,305 |
|
Inventories |
|
7,645 |
|
|
1,603 |
|
|
9,248 |
|
Prepaid and other current assets |
|
400 |
|
|
— |
|
|
400 |
|
Property, plant and equipment |
|
9,020 |
|
|
15,960 |
|
|
24,980 |
|
Other intangible assets |
|
— |
|
|
5,753 |
|
|
5,753 |
|
Other long-term assets |
|
129 |
|
|
15,921 |
|
|
16,050 |
|
|
|
|
|
|
|
|
|
Fair value of assets acquired |
|
31,499 |
|
|
39,237 |
|
|
70,736 |
|
Current debt |
|
(6,420 |
) |
|
— |
|
|
(6,420 |
) |
Accounts payable |
|
(10,748 |
) |
|
— |
|
|
(10,748 |
) |
Long-term debt |
|
(10,189 |
) |
|
— |
|
|
(10,189 |
) |
Deferred income taxes |
|
— |
|
|
(4,426 |
) |
|
(4,426 |
) |
Other long-term liabilities |
|
(154 |
) |
|
— |
|
|
(154 |
) |
|
|
|
|
|
|
|
|
Fair value of net assets acquired |
|
3,988 |
|
|
34,811 |
|
|
38,799 |
|
Goodwill |
|
37,584 |
|
|
(34,811 |
) |
|
2,773 |
|
|
|
$ |
41,572 |
|
|
$ |
— |
|
|
$ |
41,572 |
|
|
|
|
|
|
|
|
|
| Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination |
The valuation of the intangible assets acquired and the related weighted-average amortization periods are as follows:
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|
|
|
|
|
Amount |
|
Weighted-Average
Expected Useful Life
(in years)
|
Intangible assets subject to amortization: |
|
|
|
|
Trademarks |
|
$ |
1,767 |
|
|
11 |
Technical know-how |
|
1,892 |
|
|
11 |
Total intangible assets subject to amortization |
|
3,659 |
|
|
|
Trade names, not subject to amortization |
|
2,094 |
|
|
Indefinite |
Total |
|
$ |
5,753 |
|
|
|
|
|
|
|
|
|
| Business Acquisition, Pro Forma Information |
Net sales and net income generated by the Sovitec legal entities included in the Company’s condensed consolidated statements of operations are as follows:
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|
Three months ended
June 30, |
|
Six months ended
June 30, |
|
|
2018 |
|
2017 |
|
2018 |
|
2017 |
Net sales |
|
$ |
19,326 |
|
|
$ |
3,704 |
|
|
$ |
30,247 |
|
|
$ |
3,704 |
|
Net income |
|
2,585 |
|
|
503 |
|
|
814 |
|
|
503 |
|
|
|
|
|
|
|
|
|
|
Unaudited |
|
Three months ended
June 30, 2017 |
Six months ended
June 30, 2017 |
Pro forma sales |
$ |
397,251 |
|
$ |
738,625 |
|
Pro forma net loss |
(2,629 |
) |
(4,162 |
) |
Pro forma net loss attributable to PQ Group Holdings Inc. |
(2,568 |
) |
(4,240 |
) |
Pro forma basic and diluted net loss per share |
$ |
(0.02 |
) |
$ |
(0.04 |
) |
|