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Acquisitions
3 Months Ended
Mar. 31, 2023
Business Combinations [Abstract]  
Acquisitions

Note 2 – Acquisitions

Alfmeier Präzision SE

On August 1, 2022, the Company acquired 100% of the equity interests of Alfmeier, a global leader in automotive lumbar and massage comfort solutions and a leading provider of advanced valve systems, integrated electronics and software. The acquisition further expanded the Company's value proposition beyond thermal in comfort, health, wellness, and energy efficiency and aligned with global consumer demand for expanded offerings in vehicle passenger comfort.

The total consideration transferred was $170,700. The results of Alfmeier's operations are reported within the Automotive segment from the acquisition date.

The acquisition was accounted for as a business combination. The following table summarizes the purchase consideration and preliminary estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:

 

 

Initial Allocation
as of
August 1, 2022

 

 

Measurement Period Adjustments

 

 

Revised Allocation
as of
March 31, 2023

 

Purchase price, cash consideration, net of cash acquired

 

$

164,887

 

 

$

5,813

 

 

$

170,700

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

24,988

 

 

 

(121

)

 

 

24,867

 

Inventory

 

 

36,026

 

 

 

(106

)

 

 

35,920

 

Prepaid expenses and other assets

 

 

20,920

 

 

 

(74

)

 

 

20,846

 

Operating lease right-of-use assets

 

 

4,608

 

 

 

 

 

 

4,608

 

Property and equipment

 

 

89,942

 

 

 

1,242

 

 

 

91,184

 

Other intangible assets

 

 

22,668

 

 

 

8,791

 

 

 

31,459

 

Goodwill

 

 

43,678

 

 

 

(9,184

)

 

 

34,494

 

Assumed liabilities

 

 

(55,994

)

 

 

975

 

 

 

(55,019

)

Deferred tax liabilities

 

 

(21,949

)

 

 

4,290

 

 

 

(17,659

)

Net assets acquired

 

$

164,887

 

 

$

5,813

 

 

$

170,700

 

During the three months ended March 31, 2023, the Company did not record any measurement period adjustments. The preliminary fair values of assets acquired and liabilities assumed are subject to change as the Company completes its analysis of the fair values as of the date of acquisition.

The following table summarizes the preliminary allocation of the purchase consideration to the other intangible assets acquired:

 

 

Preliminary Fair Value

 

 

Weighted Average Life (in years)

 

Definite-lived:

 

 

 

 

 

 

Customer related

 

$

19,812

 

 

 

14

 

Technology

 

 

11,647

 

 

 

9

 

Total

 

$

31,459

 

 

 

 

Assets acquired and liabilities assumed were recorded at estimated fair values based on third-party valuations, management’s estimates, available information, and supportable assumptions that management considered reasonable.

The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from combining operations to offer more compelling and high-value solutions across complementary customer relationships as well as expected future synergies. The goodwill is not expected to be deductible for tax purposes.

The following unaudited pro forma information represents our product revenues as if the acquisition of Alfmeier had occurred as of January 1, 2022:

 

 

Three Months Ended March 31, 2022

 

Product revenues

 

$

333,756

 

Net income

 

 

8,567

 

Jiangmen Dacheng Medical Equipment Co. Ltd

On July 13, 2022, the Company acquired 100% of the equity interests of Dacheng and its wholly owned subsidiary, IOB Medical, Inc. Dacheng, a privately held manufacturer of medical materials and medical equipment, including patient temperature management solutions, for numerous local and international customers. The acquisition provided Gentherm Medical a local presence in China’s high-growth market for patient warming devices and other medical device products, and expanded overall manufacturing capacity to include a low-cost manufacturing site.

The total consideration transferred was $35,048. The purchase agreement also included potential cash payments contingent upon the achievement of certain performance metrics and continued employment of the former majority shareholder through a series of defined dates. The achievement of these performance metrics resulted in cash payments of $500. These cash payments were accounted for as compensation expense and recorded as a component of selling, general and administrative expense ratably over the service period.

The acquisition was accounted for as a business combination. The following table summarizes the purchase consideration and preliminary estimated fair values of assets acquired and liabilities assumed as of the acquisition date and subsequent measurement period adjustments:

 

 

Initial Allocation
as of
July 13, 2022

 

 

Measurement Period Adjustments

 

 

Revised Allocation
as of
March 31, 2023

 

Purchase price, cash consideration, net of cash acquired

 

$

35,048

 

 

$

 

 

$

35,048

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

746

 

 

 

(84

)

 

 

662

 

Inventory

 

 

1,942

 

 

 

(177

)

 

 

1,765

 

Prepaid expenses and other assets

 

 

152

 

 

 

22

 

 

 

174

 

Operating lease right-of-use assets

 

 

841

 

 

 

 

 

 

841

 

Property and equipment

 

 

684

 

 

 

 

 

 

684

 

Other intangible assets

 

 

19,094

 

 

 

965

 

 

 

20,059

 

Goodwill

 

 

22,995

 

 

 

(3,979

)

 

 

19,016

 

Assumed liabilities

 

 

(2,799

)

 

 

(40

)

 

 

(2,839

)

Deferred tax liabilities

 

 

(8,607

)

 

 

3,293

 

 

 

(5,314

)

Net assets acquired

 

$

35,048

 

 

$

 

 

$

35,048

 

 

During the three months ended March 31, 2023, the Company did not record any measurement period adjustments. The preliminary fair values of assets acquired and liabilities assumed are subject to change as the Company completes its analysis of the fair values as of the date of acquisition.

The following table summarizes the preliminary allocation of the purchase consideration to the other intangible assets acquired:

 

 

Preliminary Fair Value

 

 

Weighted Average Life (in years)

 

Definite-lived:

 

 

 

 

 

 

Customer related

 

$

12,837

 

 

 

12

 

Technology

 

 

4,749

 

 

 

12

 

Indefinite-lived:

 

 

 

 

 

 

Tradenames

 

 

2,473

 

 

 

 

Total

 

$

20,059

 

 

 

 

Assets acquired and liabilities assumed were recorded at estimated fair values based on third-party valuations, management’s estimates, available information, and supportable assumptions that management considered reasonable. The fair value of the intangible assets was based on third-party valuations and management’s estimates, generally utilizing income and market approaches. Goodwill recognized in this transaction is primarily attributable to the Company’s expected future economic benefits from the enhanced access to high-growth markets including private label opportunities through Dacheng’s innovative patient temperature management devices. The goodwill is not expected to be deductible for tax purposes.

The pro forma effects of this acquisition would not materially impact the Company’s reported results for any period presented, and as a result no pro forma financial statements are presented.