Acquisitions

6 Months Ended

Jun. 30, 2022

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 3 - Acquisitions

On May 31, 2022, the Company completed the acquisition of Spinea, s.r.o. ("Spinea"), a European technology leader and manufacturer of highly engineered cycloidal reduction gears and actuators, with estimated 2022 full year sales of approximately $40.0 million. Spinea’s solutions primarily serve high-precision automation and robotics applications in the factory automation sector. Spinea is located in Presov, Slovakia. The purchase price for this acquisition was $152.3 million, net of cash acquired of $0.2 million, subject to customary post closing adjustments. Based on markets and customers served, results for Spinea are reported in the Process Industries segment.

The following table presents the purchase price allocation at fair value, for the Spinea acquisition as of June 30, 2022.

	Initial Purchase Price Allocation
Assets:
Accounts receivable	$	2.1
Inventories	20.9
Other current assets	2.9
Property, plant and equipment	82.6
Goodwill	39.0
Other intangible assets	31.7
Total assets acquired	$	179.2
Liabilities:
Accounts payable, trade	$	7.4
Salaries, wages and benefits	1.4
Other current liabilities	1.2
Short-term debt	0.1
Long-term debt	0.2
Deferred income taxes	1.0
Other non-current liabilities	15.6
Total liabilities assumed	$	26.9
Net assets acquired	$	152.3

The following table summarizes the preliminary purchase price allocation for identifiable intangible assets acquired in 2022:

	Preliminary Purchase Price Allocation
			Weighted - Average Life
Trade names	$	8.2	20 years
Technology and know-how	6.1		6 years
Customer relationships	17.2		17 years
Capitalized software	0.2		2 years
Total intangible assets	$	31.7

In determining the fair value of the amounts above, the Company utilized various forms of the income, cost and market approaches depending on the asset or liability being valued. The estimation of fair value required judgement related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. Inputs were generally determined by taking into account independent appraisals and historical data, supplemented by current and anticipated market conditions.

Note 3 - Acquisitions (continued)

The amounts in the table above represent the preliminary purchase price allocation for Spinea. This purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained. As of June 30, 2022, no elements of the purchase price allocation have been finalized. During the applicable measurement period, the Company will adjust assets and liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in revised estimated values of those assets or liabilities as of that date. The effect of measurement period adjustments to the estimated fair values will be reflected as if the adjustments has been completed on the acquisition date.

On August 20, 2021, the Company completed the acquisition of the assets of Intelligent Machine Solutions ("iMS"), a manufacturer of industrial robotics and automation solutions, with annual sales of approximately $6.0 million. iMS is headquartered in Norton Shores, Michigan. The total purchase price for this acquisition was $7.7 million, including post-closing adjustments. In addition, the seller has the opportunity to earn $3.0 million of contingent performance-based consideration between January 1, 2022 and June 30, 2024. This additional component will be accounted for as compensation expense over that period. Based on markets and customers served, results for iMS are primarily reported in the Process Industries segment.

The following table presents the final purchase price allocation at fair value for the iMS acquisition:

	Final Purchase Price Allocation
Total assets acquired	$	9.8
Total liabilities assumed	2.1
Net assets acquired	$	7.7