Acquisitions

12 Months Ended

Dec. 31, 2021

Note 4. Acquisitions

On July 26, 2021, the Company completed the acquisition of Normerica Inc., a leading North American supplier of premium pet care products for approximately $189 million. Normerica has production facilities in Canada, the U.S. and Thailand. As a leader in the pet product industry, Normerica provides premium products, both branded and private label to world-class retailers. Its product portfolio consists primarily of bentonite-based cat litter products which are supplied from a network of strategically located manufacturing facilities in Canada and the United States. The results of Normerica are included within our Household, Personal Care & Specialty Products product line in our Performance Materials segment. Normerica sales of $48.6 million are included in the Company's consolidated results for the year ended December 31, 2021. The acquisition was financed through a combination of cash on hand and the Company’s credit facilities. The fair value of the total consideration transferred, net of cash acquired, was $187.5 million.

The acquisition has been accounted for using the acquisition method of accounting, which requires, among other things, that we recognize the assets acquired and liabilities assumed at their respective fair values as of the acquisition date. As of December 31, 2021, the purchase price allocation remains preliminary as the Company completes its assessment of property, certain reserves, legal and tax matters, obligations, intangible assets and deferred taxes, as well as completes its review of Normerica’s existing accounting policies.

The following table summarizes the Company's preliminary purchase price allocation for the Normerica acquisition as compared with the allocation previously reported on the Company's Form 10-Q for the quarter ended October 3, 2021:

(millions of dollars)	Preliminary Allocation Previously Reported on Form 10-Q as of October 3, 2021		Increase/ (Decrease)			Preliminary Allocation as of December 31, 2021
Accounts receivable	$	8.4	$	—		$	8.4
Inventories		5.1		—			5.1
Other current assets		1.4		—			1.4
Property, plant and equipment		21.2		—			21.2
Goodwill		106.0		(1.5	)		104.5
Intangible assets		67.0		1.1			68.1
Total assets acquired		209.1		(0.4	)		208.7

Accounts payable		12.8		—			12.8
Accrued expenses		9.4		(1.0	)		8.4
Total liabilities assumed		22.2		(1.0	)		21.2
Net assets acquired	$	186.9	$	0.6		$	187.5

The Company used the income, market, or cost approach (or a combination thereof) for the preliminary valuation and used valuation inputs and analyses that were based on market participant assumptions. Changes in assumptions can have a significant impact on the fair value of intangible assets. Market participants are considered to be buyers and sellers unrelated to the Company in the principal or most advantageous market for the asset or liability. For certain items, the carrying value was determined to be a reasonable approximation of fair value based on the information available.

Goodwill was calculated as the excess of the consideration transferred over the assets acquired and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is primarily attributable to fair value of expected synergies from combining the MTI and Normerica businesses and will be allocated to the Performance Materials reporting unit. The allocation is expected to be completed during the third quarter of 2022.

Intangible assets acquired of $68.1 million mainly include tradenames of $18.1 million and customer relationships of $50 million. Tradenames have an estimated useful life of approximately 15 years and customer relationships have an estimated useful life of approximately 20 years.

The Company did not present pro forma and other financial information for the Normerica acquisition, as this is not considered to be a material business combination.

The Company incurred $4.0 million and $3.1 million of acquisition-related costs during 2021 and 2020, respectively, which are reflected within the acquisition-related expenses line of the Consolidated Statements of Income.

In November 2021, the Company acquired Specialty PCC assets from a company in the Midwest United States for $6.9 million.

In the third quarter of 2020, the Company acquired the assets of a mining and hauling company in the western United States for $9.2 million to support our bentonite clay mining operations.