Acquisitions & Disposals

12 Months Ended

Mar. 31, 2024

Business Combination and Asset Acquisition [Abstract]

Acquisitions

On May 31, 2023, the Company completed its acquisition of montratec GmbH ("montratec") for $115,721,000, including $7,576,000 in cash acquired, a $540,000 working capital settlement, and a contingent payment that becomes payable if a certain EBITDA level for the twelve-month period ended December 31, 2023 is achieved as set forth in the purchase agreement for montratec. As of March 31, 2024, the company determined the contingent liability to be $6,680,000, a decrease of $11,675,000 from the prior quarter as the amount expected to be paid in fiscal 2025 has been finalized with the prior owners. This liability has been established in the opening balance sheet for montratec. The Company initially financed the acquisition by borrowing $117,000,000 on its Amended and Restated Revolving Credit Facility, but later repaid the amount borrowed on the Amended and Restated Revolving Credit Facility by borrowing an additional $120,000,000. Utilizing the Accordion feature under the Company's existing Term Loan B, the Company borrowed $75,000,000 and another $45,000,000 was borrowed through a new credit agreement secured by the Company's U.S. accounts receivable balances. Refer to Note 12 for additional details on the Company's debt agreements.

montratec is a leading automation solutions Company that designs and develops intelligent automation and transport systems for interlinking industrial production and logistics processes. montratec product offerings complement the Company's previous acquisitions of both Dorner Mfg. Corp. ("Dorner") and Garvey Corporation ("Garvey"), and furthers the Company's shift to intelligent motion and serves as a platform to expand capabilities in advanced, higher technology automation solutions. As the Company determined that the acquisition is not material to its existing operations, certain disclosures, including pro forma financial information, have not been included. montratec results have been included in the Company's results of operations from the acquisition date and the Company incurred and $3,211,000 of acquisition and deal related costs classified as part of General and administrative expenses in the year ended March 31, 2024.

The purchase price has been preliminarily allocated to the assets acquired and liabilities assumed as of the date of acquisition. The excess consideration of $66,566,000 has been recorded as goodwill, a decrease of $12,377,000 from the amount preliminarily allocated to goodwill as of December 31, 2023 due to a decrease of $11,675,000 for the contingent liability described above. Other assets as well as Other current and non current liabilities increased as lease adjustments were finalized for $1,535,000. Additionally, other current and non current liabilities changed $702,000 related to a refinement in the

calculation of deferred taxes. The identifiable intangible assets acquired include customer relationships valued at $33,470,000, a trade name valued at $2,915,000, and technology valued at $16,196,000. The weighted average life of the acquired identifiable intangible assets subject to amortization was estimated at 14 years at the time of acquisition. Of the $66,566,000 goodwill recorded from the acquisition, $7,531,000 is deductible for tax purposes.

The preliminary assignment of purchase consideration to the assets acquired and liabilities assumed is as follows (in thousands):


Cash	$	7,576
Working capital	4,523
Property, plant, and equipment, net	2,157
Intangible assets	52,581
Contingent liability (see above)	(6,680)
Other assets	7,239
Other non current liabilities	(18,241)
Goodwill	66,566
Total	$	115,721