ACQUISITIONS

12 Months Ended

Dec. 31, 2020

Filament

On December 22, 2017, the Company entered into an agreement providing for the acquisition of Filament by the Company. The acquisition was completed on March 2, 2018. The aggregate consideration for Filament, after taking into account certain adjustments, was $294.4 million, consisting of $217.5 million of cash consideration and 5,593,116 newly issued shares of the Company’s common stock, with a value equal to $76.9 million based on the market value of the Company’s common stock as of March 2, 2018.

In the first two months of 2019, the Company decreased goodwill by approximately $1.0 million due to certain opening balance sheet fair value adjustments, primarily related to deferred taxes.

The purchase price, as adjusted, has been determined to be as follows (in thousands):



Cash	$	217,511
Share consideration	76,905
Total purchase price	$	294,416

The purchase price was allocated based on the Company’s final estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands):



Accounts receivable	$	26,224
Inventory	29,044
Other assets	5,620
Other liabilities	(23,018)
Deferred income tax	(13,881)
Goodwill and other intangibles	270,427
Total allocated value	$	294,416

The acquisition was being accounted for as a business combination using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (“ASC Topic 805”), which established a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value. ASC Topic 805 allows the acquiring company to adjust preliminary amounts recognized at the acquisition date to their subsequently determined final fair values during a measurement period, generally up to one year from the date of the acquisition.

The goodwill and other intangible assets are included in the U.S. segment. Customer relationships and certain trade names, which are included in intangible assets, net, are amortized on a straight-line basis over their estimated useful lives (see NOTE 7 — GOODWILL AND INTANGIBLE ASSETS). Goodwill results from such factors as an assembled workforce. The total amount of goodwill is not expected to be deductible for tax purposes.

The year ended December 31, 2018 includes the operations of Filament for the period from March 2, 2018, the date of the acquisition of Filament, to December 31, 2018. The consolidated statement of operations for the year ended December 31, 2018, includes $128.8 million of net sales contributed by Filament.

Included in Selling, general and administrative expenses for the year ended December 31, 2018 is a $1.8 million credit to reflect the change in fair value of a contingent consideration obligation acquired by the Company in connection with its acquisition of Filament.

Unaudited Pro forma Results

The following unaudited pro forma financial information presents the results of the Company as if the acquisition of Filament had occurred on January 1, 2018.

The unaudited pro forma results do not include any revenue or cost reductions that may be achieved through the business combination or the impact of non-recurring items directly related to the business combination.


		Year ended December 31,
		2018
	(In thousands, except per share data)
Net sales		$	730,353
Income before income taxes and equity in earnings		2,439
Net loss		(267)
Basic and diluted loss per common share		$	(0.01)

The unaudited pro forma results are not necessarily indicative of the operating results that would have occurred if the Filament acquisition had been completed as of the date for which the pro forma financial information is presented. In addition, the unaudited pro forma results do not purport to project the future consolidated operating results of the combined company.