| Purchase Price Allocation |
The following table sets forth the calculation and allocation of the purchase price to the net assets acquired of PQ Holdings with respect to the Business Combination, which was complete as of December 31, 2016.
|
|
|
|
|
Total consideration, net of cash acquired |
$ |
2,689,941 |
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
Receivables |
$ |
161,110 |
|
Inventories |
254,770 |
|
Prepaid and other current assets |
19,295 |
|
Investments in affiliated companies |
472,994 |
|
Property, plant and equipment |
683,673 |
|
Other intangible assets |
754,000 |
|
Other long-term assets |
48,127 |
|
Fair value of assets acquired |
2,393,969 |
|
|
|
Revolver, notes payable & current debt |
(2,441 |
) |
Accounts payable |
(93,222 |
) |
Accrued liabilities |
(98,621 |
) |
Long-term debt |
(20,470 |
) |
Deferred income taxes |
(327,296 |
) |
Other long-term liabilities |
(113,936 |
) |
Noncontrolling interest |
(6,569 |
) |
Fair value of net assets acquired |
1,731,414 |
|
|
|
Goodwill |
958,527 |
|
|
$ |
2,689,941 |
|
|
|
The following table sets forth the calculation and allocation of the purchase price to the identifiable net assets acquired with respect to the Acquisition, which was complete as of March 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provisional Purchase
Price Allocation |
|
Adjustments |
|
Purchase
Price Allocation |
Total consideration, net of cash acquired |
|
$ |
41,572 |
|
|
$ |
— |
|
|
$ |
41,572 |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
|
|
|
Receivables |
|
$ |
14,305 |
|
|
$ |
— |
|
|
$ |
14,305 |
|
Inventories |
|
7,645 |
|
|
1,603 |
|
|
9,248 |
|
Prepaid and other current assets |
|
400 |
|
|
— |
|
|
400 |
|
Property, plant and equipment |
|
9,020 |
|
|
15,960 |
|
|
24,980 |
|
Other intangible assets |
|
— |
|
|
5,753 |
|
|
5,753 |
|
Other long-term assets |
|
129 |
|
|
15,921 |
|
|
16,050 |
|
Fair value of assets acquired |
|
31,499 |
|
|
39,237 |
|
|
70,736 |
|
|
|
|
|
|
|
|
Current debt |
|
(6,420 |
) |
|
— |
|
|
(6,420 |
) |
Accounts payable |
|
(10,748 |
) |
|
— |
|
|
(10,748 |
) |
Long-term debt |
|
(10,189 |
) |
|
— |
|
|
(10,189 |
) |
Deferred income taxes |
|
— |
|
|
(4,426 |
) |
|
(4,426 |
) |
Other long-term liabilities |
|
(154 |
) |
|
— |
|
|
(154 |
) |
|
|
|
|
|
|
|
Fair value of net assets acquired |
|
3,988 |
|
|
34,811 |
|
|
38,799 |
|
Goodwill |
|
37,584 |
|
|
(34,811 |
) |
|
2,773 |
|
|
|
|
|
|
|
|
|
|
$ |
41,572 |
|
|
$ |
— |
|
|
$ |
41,572 |
|
|
|
|
|
|
|
|
|
| Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination |
The valuation of the intangible assets acquired and the related weighted-average amortization periods are as follows:
|
|
|
|
|
|
|
|
|
|
Amount |
|
Weighted-Average
Expected Useful Life
(in years) |
Intangible assets subject to amortization: |
|
|
|
|
Trademarks |
|
$ |
35,400 |
|
|
15.0 |
Technical know-how |
|
189,300 |
|
|
20.0 |
Contracts |
|
19,800 |
|
|
5.3 |
Customer relationships |
|
268,700 |
|
|
10.6 |
In-process research and development |
|
6,800 |
|
|
|
|
|
|
|
|
|
Total intangible assets subject to amortization |
|
520,000 |
|
|
|
Trade names, not subject to amortization |
|
151,100 |
|
|
Indefinite |
Trademarks, not subject to amortization |
|
82,900 |
|
|
Indefinite |
|
|
|
|
|
|
Total |
|
$ |
754,000 |
|
|
|
|
|
|
|
|
The valuation of the intangible assets acquired and the related weighted-average amortization periods are as follows:
|
|
|
|
|
|
|
|
|
|
Amount |
|
Weighted-Average
Expected Useful Life
(in years) |
Intangible assets subject to amortization: |
|
|
|
|
Trademarks |
|
$ |
1,767 |
|
|
11 |
Technical know-how |
|
1,892 |
|
|
11 |
Total intangible assets subject to amortization |
|
3,659 |
|
|
|
Trade names, not subject to amortization |
|
2,094 |
|
|
Indefinite |
Total |
|
$ |
5,753 |
|
|
|
|
|
|
|
|
|
| Business Acquisition, Pro Forma Information |
|
|
|
|
|
|
|
|
Year ended
December 31, 2016 |
Pro forma sales |
|
$ |
1,403,041 |
|
Pro forma net loss |
|
(76,994 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended
December 31, |
|
|
2017 |
|
2016 |
Pro forma sales |
|
$ |
1,488,528 |
|
|
$ |
1,105,479 |
|
Pro forma net income (loss) |
|
58,774 |
|
|
(78,234 |
) |
Pro forma net income (loss) attributable to PQ Group Holdings Inc. |
|
57,814 |
|
|
(78,822 |
) |
Pro forma basic income (loss) per share |
|
$ |
0.52 |
|
|
$ |
(1.01 |
) |
Pro forma diluted income (loss) per share |
|
$ |
0.52 |
|
|
$ |
(1.01 |
) |
|
|
|
|
|
|