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Business Acquisitions
6 Months Ended
Jun. 30, 2024
Business Combinations [Abstract]  
Business Acquisitions

NOTE 3 – Business Acquisitions

 

Maglab AG Acquisition

 

On February 6, 2023, we acquired 100% of the outstanding shares of Maglab AG (“Maglab”). Maglab has deep expertise in magnetic system design and current measurement solutions for use in e-mobility, industrial automation, and renewable energy applications. Maglab's domain expertise coupled with CTS’ commercial, technical and operational capabilities position us to advance our status as a recognized innovator in electric motor sensing and controls markets.

 

The final purchase price of $7,717 has been allocated to the fair values of assets and liabilities acquired as of February 6, 2023. The purchase price was increased by $3 for the final settlement of net working capital during the second quarter of 2023. The following table summarizes the final purchase price, the fair values of the assets acquired, and the liabilities assumed as of the date of acquisition:

 

 

 

Consideration Paid

 

Cash paid, net of cash acquired of $14

 

$

4,153

 

Contingent consideration

 

 

3,564

 

Purchase price

 

$

7,717

 

 

 

 

Fair Values at
February 6, 2023

 

Accounts receivable

 

$

348

 

Inventory

 

 

43

 

Other current assets

 

 

41

 

Property, plant and equipment

 

 

35

 

Goodwill

 

 

4,997

 

Intangible assets

 

 

2,860

 

Fair value of assets acquired

 

 

8,324

 

Less fair value of liabilities acquired

 

 

(607

)

Purchase price

 

$

7,717

 

 

Goodwill represents value the Company expects to be created by combining the operations of the acquired business with the Company's operations, including the expansion of customer relationships, access to new customers, and potential cost savings and synergies. Goodwill related to the acquisition is expected to be deductible for tax purposes.

 

The following table summarizes the carrying amounts and weighted average lives of the acquired intangible assets:

 

 

Carrying
Value

 

 

Weighted
Average
Amortization
Period

 

Customer lists/relationships

 

$

2,800

 

 

 

13.0

 

Technology and other intangibles

 

 

60

 

 

 

3.0

 

Total

 

$

2,860

 

 

 

 

 

All contingent consideration is payable in cash and is based on success factors related to the integration process as well as upon the achievement of annual revenue and customer order targets through the fiscal year ending December 31, 2025. The Company recorded $3,564 as the acquisition date fair value of the contingent consideration based on the estimate of the probability of achieving the performance targets. This amount is also reflected as an addition to the purchase price. The contingent consideration has a maximum payout of $6,300.

 

Supplemental pro forma disclosures are not included as the amounts are deemed to be immaterial.

 

SyQwest, LLC Acquisition

 

On July 29, 2024, we acquired substantially all of the assets of SyQwest, LLC (“SyQwest”), a leading designer and manufacturer of a broad set of sonar and acoustic sensing solutions primarily for naval applications, for $125 million, net of cash and debt and up to $15 million in future contingent consideration. The SyQwest acquisition will strengthen our strategy and scale in the defense end market.