XML 19 R9.htm IDEA: XBRL DOCUMENT
v3.23.3

BUSINESS COMBINATIONS | 9 Months Ended
--- | ---
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
BUSINESS COMBINATIONS | Note 2 — BUSINESS COMBINATIONS On September 1, 2022, the Company completed the acquisition of the DSM Protective Materials business, including the Dyneema® brand, the World's Strongest Fiber™. The ultra-light specialty fiber is used in demanding applications such as ballistic personal protection, marine and sustainable infrastructure, renewable energy, industrial protection and outdoor sports. The acquired business is collectively referred to as APM, and the acquisition is referred to as the APM Acquisition. The APM Acquisition enhances Avient's material offerings of composites and engineered fibers, and results are recognized within the Specialty Engineered Materials segment. Total consideration paid by the Company to complete the APM Acquisition was $1.4 billion, net of cash acquired. The APM Acquisition was accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805. As of September 30, 2023, the purchase accounting for the APM Acquisition was complete. Measurement period adjustments since our preliminary estimates reported in our third quarter 2022 Form 10-Q are reflected in the table below. Measurement period adjustments recorded to the Condensed Consolidated Statements of Income were not material for the three and nine months ended September 30, 2023.
(in millions) | Preliminary Allocation As of 9/1/2022 |  | Measurement Period Adjustments |  | Final Allocation
Cash and cash equivalents | $ | 50.7 |  |  | $ | — |  |  | $ | 50.7 |
Accounts receivable | 52.2 |  | 1.8 |  |  | 54.0
Inventories | 136.2 |  | (8.1) |  |  | 128.1
Other current assets | 2.0 |  | 1.7 |  |  | 3.7
Property | 361.9 |  | (15.5) |  |  | 346.4
Intangible assets: |  |  |  |  |
Indefinite-lived trade names | 254.9 |  | — |  |  | 254.9
Customer relationships | 198.7 |  | 20.0 |  |  | 218.7
Patents, technology, and other | 275.1 |  | — |  |  | 275.1
Goodwill | 277.1 |  | 129.7 |  |  | 406.8
Other non-current assets | 12.3 |  | (0.1) |  |  | 12.2
Accounts payable | 32.2 |  | — |  |  | 32.2
Accrued expenses and other current liabilities | 12.9 |  | 0.3 |  |  | 13.2
Deferred tax liabilities | 86.1 |  | 129.9 |  |  | 216.0
Noncontrolling interests | — |  |  | 2.3 |  |  | 2.3
Other non-current liabilities | 13.1 |  | (3.0) |  |  | 10.1
Total purchase price consideration | $ | 1,476.8 |  |  | $ | — |  |  | $ | 1,476.8 |
Definite-lived intangible assets that have been acquired have a useful life range of 15 - 20 years. Goodwill of $406.8 million resulting from the acquisition was recorded to the Specialty Engineered Materials segment. The goodwill recognized is primarily attributable to intangible assets that do not qualify for separate recognition and the deferred tax impact of applying purchase accounting. Goodwill is not deductible for tax purposes. Had the APM Acquisition occurred on January 1, 2021, sales and income from continuing operations before income taxes on a pro forma basis would have been as follows:
| Three Months Ended |  | Nine Months Ended
| September 30, 2022 |  | September 30, 2022
Sales | $ | 884.0 |  |  | $ | 2,862.6 |
(Loss) income from continuing operations before income taxes | (3.8) |  |  | 175.8 |
The unaudited pro forma financial information has been calculated after applying our accounting policies and adjusting the historical results with pro forma adjustments that assume the APM Acquisition occurred on January 1, 2021. These unaudited pro forma results do not represent financial results realized, nor are they intended to be a projection of future results. The pro forma (loss) income from continuing operations before income taxes for the three and nine months ended September 30, 2022 gives effect to intangible amortization from the purchase price allocation and changes to interest expense resulting from the financing transactions associated with the APM Acquisition and sale of the Distribution business.

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

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration