XML 33 R22.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Goodwill and Intangible Assets | 12 Months Ended
--- | ---
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Intangible Assets | (13) Goodwill and Intangible Assets Goodwill The Company’s methodology for allocating the purchase price of an acquisition is determined through established and generally accepted valuation techniques. Goodwill is measured as the excess of the cost of the acquisition over the sum of the amounts assigned to tangible and identifiable intangible assets acquired less liabilities assumed. The Company assigns assets acquired (including goodwill) and liabilities assumed to one or more reporting units as of the date of acquisition. If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process. Goodwill and intangible assets with indefinite useful lives are not amortized but are reviewed for impairment annually during the fourth quarter of each fiscal year or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. To measure impairment, the Company compares the fair value of the reporting unit to its carrying amount, which includes goodwill. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, no impairment exists. If the fair value of the reporting unit is less than the carrying value of the reporting unit, a goodwill impairment is recorded. Amortizable intangible assets and other long-lived assets are also subject to an impairment test if there is an indicator of impairment. When the Company determines that the carrying value of intangible assets or other long-lived assets may not be recoverable based upon the existence of one or more indicators of impairment, the Company uses the projected undiscounted cash flow method to determine whether an impairment exists, and then measures the impairment using discounted cash flows. The process of evaluating the potential impairment of goodwill, intangible assets and other long-lived assets requires significant judgment. The Company regularly monitors current business conditions and other factors, including, but not limited to, adverse industry or economic trends, restructuring actions and lower projections of profitability that may impact future operating results. The Company’s stock price and any estimated control premium are factors affecting the assessment of the fair value of the Company’s underlying reporting units for purposes of performing any goodwill impairment assessment. During the quarter ended June 30, 2023, the Company identified softer industry demand, particularly in the personal computer and smartphone markets, and concluded there was a triggering event at each of its electronics (“EL”) and general metal finishing reporting (“GMF”) units, which together constitute MSD, and the equipment solutions business (“ESB”) reporting unit of PSD. For MSD, the Company concluded information on the softening of industry demand as of the filing date of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 did not exist as of the Effective Date. For each of the three reporting units, the Company performed a quantitative assessment of goodwill using a weighting of an income approach and market approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, terminal growth rate, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach for each of the three reporting units incorporated observed multiples of guideline public companies. The market approach for the EL and GMF reporting units also incorporated multiples from guideline transactions. Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. This quantitative assessment during the quarter ended June 30, 2023 resulted in the following:
Reporting Unit |  | Goodwill Impairment |  |  | Remaining Goodwill |
Electronics |  | $ | 826 |  |  | $ | 1,420 |
General Metal Finishing |  |  | 428 |  |  |  | 307 |
Equipment Solutions Business |  |  | 372 |  |  |  | 100 |
In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite-lived intangible assets within these reporting units (Level 3 within the fair value hierarchy). These valuations resulted in a $20 fair value and $152 impairment of completed technology within the ESB reporting unit and a $72 fair value and $49 impairment of IPR&D within the EL reporting unit. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units. For the completed technology valuation within the ESB reporting unit, the forecasted future undiscounted cash flows were consistent with the Company’s goodwill analysis, using an approximate 7 year useful life, an 8% weighted-average forecasted revenue growth rate, and a discount rate of 13.5%. For the IPR&D intangible asset within the EL reporting unit, the forecasted undiscounted future cash flows utilized were consistent with the Company’s goodwill analysis, with estimated time to complete in-process projects of up to 2 years, and a discount rate of 12.5%. During the quarter ended September 30, 2023, the Company identified a further decrease in demand and an increase in the discount rate at the ESB reporting unit. The Company performed a quantitative assessment of goodwill using an income approach that was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, terminal growth rate, gross profit and operating expenses, as well as the discount rate. The Company concluded that there was no goodwill or intangible asset impairment at the ESB reporting unit in the third quarter. The Company also considered other quantitative and qualitative considerations, including the decline in public market capitalization since June 30, 2023, and determined there were no triggering events for its other reporting units or asset groups in the third quarter. As of October 31, 2023, the Company performed its annual goodwill and intangible asset impairment assessment by bypassing the qualitative assessment and using a quantitative assessment for all its reporting units. For the EL, GMF and ESB reporting units, the Company performed a quantitative assessment of goodwill using an equal weighting of an income approach and market approach and for the VSD and remaining PSD reporting units used an income approach. The income approach was based upon projected future cash flows that were discounted to present value and an assumed terminal growth rate. The key underlying assumptions included forecasted revenues, which incorporated external market data, terminal growth rate, gross profit and operating expenses, as well as an applicable discount rate for each reporting unit. The market approach incorporated observed multiples of guideline public companies. The market approach for the EL and GMF reporting units also incorporated multiples from guideline transactions. Fair value estimates are based on complex series of judgments about future events and uncertainties and rely heavily on estimates and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. This quantitative assessment during the quarter ended December 31, 2023 resulted in the following:
Reporting Unit |  | Goodwill Impairment |  |  | Remaining Goodwill |
Electronics |  | $ | 48 |  |  | $ | 1,401 |
General Metal Finishing |  |  | — |  |  |  | 318 |
Equipment Solutions Business |  |  | 13 |  |  |  | 87 |
There was no goodwill impairment at any of the Company’s other reporting units. The Company will continue to monitor for future triggering events which could result in an impairment charge. The Company’s stock price and any estimated control premium are factors affecting the assessment of the fair value of the Company’s underlying reporting units for purposes of performing any goodwill impairment assessment. In addition, the Company used an income approach to determine the fair value of the long-lived and indefinite-lived intangible assets within these reporting units (Level 3 within the fair value hierarchy). These valuations resulted in a $14 impairment of IPR&D within the EL reporting unit as it was determined that there was no remaining fair value in its remaining projects. After evaluating forecast updates and carrying values, the Company did not identify impairments at any other of its reporting units. The changes in the carrying amount of goodwill and accumulated impairment losses were as follows:
|  | 2023 |  |  | 2022 |
|  | Gross Carrying Amount |  |  | Accumulated Impairment Loss |  |  | Net |  |  | Gross Carrying Amount |  |  | Accumulated Impairment Loss |  |  | Net |
Beginning balance at January 1 |  | $ | 4,454 |  |  | $ | (146 | ) |  | $ | 4,308 |  |  | $ | 1,374 |  |  | $ | (146 | ) |  | $ | 1,228 |
Impairment of goodwill |  |  | — |  |  |  | (1,687 | ) |  |  | (1,687 | ) |  |  | — |  |  |  | — |  |  |  | — |
Acquired goodwill |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 3,064 |  |  |  | — |  |  |  | 3,064 |
Foreign currency translation and measurement period adjustments |  |  | (67 | ) |  |  | — |  |  |  | (67 | ) |  |  | 16 |  |  |  | — |  |  |  | 16 |
Ending balance at December 31 |  | $ | 4,387 |  |  | $ | (1,833 | ) |  | $ | 2,554 |  |  | $ | 4,454 |  |  | $ | (146 | ) |  | $ | 4,308 |
During the twelve months ended December 31, 2022, the Company recorded goodwill related to the Atotech Acquisition. See Note 5. Intangible Assets The Company’s intangible assets are comprised of the following:
As of December 31, 2023 |  | Gross |  |  | Accumulated Impairment Charges |  |  | Accumulated Amortization |  |  | Foreign Currency Translation and Measurement Period Adjustments |  |  | Net |
Completed technology |  | $ | 1,268 |  |  | $ | (152 | ) |  | $ | (405 | ) |  | $ | (4 | ) |  | $ | 707 |
Customer relationships |  |  | 2,072 |  |  |  | (1 | ) |  |  | (335 | ) |  |  | (17 | ) |  |  | 1,719 |
Patents, trademarks, trade names and other |  |  | 381 |  |  |  | (63 | ) |  |  | (118 | ) |  |  | (7 | ) |  |  | 193 |
|  | $ | 3,721 |  |  | $ | (216 | ) |  | $ | (858 | ) |  | $ | (28 | ) |  | $ | 2,619 |
During the twelve months ended December 31, 2023, $117 of IPR&D included with patents, trademarks, trade names and other was reclassified into completed technology.
As of December 31, 2022 |  | Gross |  |  | Accumulated Impairment Charges |  |  | Accumulated Amortization |  |  | Foreign Currency Translation |  |  | Net |
Completed technology |  | $ | 1,151 |  |  | $ | — |  |  | $ | (303 | ) |  | $ | 4 |  |  | $ | 852 |
Customer relationships |  |  | 2,072 |  |  |  | (1 | ) |  |  | (190 | ) |  |  | 11 |  |  |  | 1,892 |
Patents, trademarks, trade names and other |  |  | 498 |  |  |  | — |  |  |  | (71 | ) |  |  | 2 |  |  |  | 429 |
|  | $ | 3,721 |  |  | $ | (1 | ) |  | $ | (564 | ) |  | $ | 17 |  |  | $ | 3,173 |
Aggregate amortization expense related to acquired intangible assets for 2023, 2022 and 2021 was $295, $146 and $55, respectively. Aggregate net amortization expense related to acquired intangible assets for future years is:
Year |  | Amount |
2024 |  | $ | 251 |
2025 |  |  | 250 |
2026 |  |  | 246 |
2027 |  |  | 245 |
2028 |  |  | 245 |
Thereafter |  |  | 1,326 |
The Company excluded from the above table intangible assets of $56 of indefinite-lived trademarks and trade names, which were not subject to amortization.

X
- References No definition available. + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for goodwill and intangible assets. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 350 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//350/tableOfContent + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration