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Acquisitions | 9 Months Ended
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Sep. 30, 2022
Business Combinations [Abstract] |
Acquisitions | 17. ACQUISITIONS 2022 Acquisitions PerformanX Acquisition On September 23, 2022, the Company acquired the surfactants business and associated assets of PerformanX Specialty Chemicals, LLC. This acquisition enhanced the Company's specialty alkoxylates portfolio and provides market diversification opportunities. This acquisition is also expected to deliver additional baseload volumes for the Company's Pasadena, Texas alkoxylation facility that is expected to start up in early 2024. The purchase price of the acquisition was $9,693,000 and was paid with cash on hand. This acquisition did not have a material effect on the Company's financial position as of September 30, 2022, its results of operations for the three and nine months ended September 30, 2022 and cash flows for the nine months ended September 30, 2022. This acquisition was accounted for as a business combination and the assets were measured and recorded at their estimated fair values. The primary assets acquired were intangibles, mostly comprised of goodwill ($1,792,000), manufacturing know-how ($2,750,000), customer relationships ($3,250,000) and non-compete agreements ($10,000). The Company also acquired inventory ($982,000) and estimated working capital ($909,000). All of the acquired assets are included within the Company’s Surfactants segment. The purchase price allocation remains preliminary as of September 30, 2022 pending finalization of working capital and the fair value of intangibles. The average amortization period for the acquired identifiable intangibles assets has been estimated to be in the range of nine to ten years for manufacturing know-how, nine to 11 years for customer relationships and five years for non-compete agreements. Pro forma financial information has not been included because reported revenues and earnings of the Company would not have been materially different had the acquisition date been January 1, 2021. 2021 Acquisitions INVISTA Acquisition On January 29, 2021, the Company and its wholly-owned subsidiaries Stepan Holdings Netherlands B.V. and Stepan UK Limited entered into a Stock and Asset Purchase Agreement with Arteva Specialties B.V., INV Performance Surfaces, LLC, INVISTA Textiles (U.K.) Limited, INV Management Services, LLC, and INVISTA Equities, LLC (collectively, “INVISTA”) to acquire INVISTA's aromatic polyester polyol business and associated assets. Included in the transaction were two manufacturing sites, one in Wilmington, North Carolina (U.S.) and the other in Vlissingen, Netherlands, along with intellectual property, customer relationships, inventory and working capital. The purchase price was $165,000,000, plus $21,560,000 of working capital and $3,000,000 of associated value-added taxes (VAT), and was paid in cash. The working capital acquired included $5,900,000 of cash. The Company finalized the purchase price allocation during the third quarter of 2021. The following table summarizes the purchase price allocation for the major components of the acquisition:
(In thousands) |  |  |
Assets: |  |  |
Property, plant and equipment |  | $ | 54,200 |
Identifiable intangible assets |  |  | 46,000 |
Goodwill |  |  | 64,800 |
Total assets acquired |  | $ | 165,000 |
Fermentation Plant Acquisition On February 2, 2021, the Company acquired a fermentation plant, located in Lake Providence, Louisiana. The Company believes this plant complements the rhamnolipid-based bio-surfactant technology the Company acquired from Logos Technologies in March 2020. Fermentation is a new platform technology for the Company and the Company is focusing efforts to further develop, integrate, produce and commercialize these unique surfactants moving forward. Bio-surfactants, produced via fermentation, are attractive due to their biodegradability, low toxicity, and in some cases, unique antimicrobial properties. These bio-surfactants offer synergies in several strategic end use markets including oilfield, agriculture, personal care and household, industrial and institutional cleaning. The acquisition of this industrial scale fermentation plant represents the latest step in the Company’s bio-surfactant commercialization efforts. The purchase price was $3,500,000 and was paid in cash. This acquisition has been accounted for as an asset acquisition.

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