Acquisitions and Divestiture

12 Months Ended

Dec. 31, 2021

Acquisitions

The Company spent $1,959.2 million in cash, net of cash acquired, to acquire Magnetrol International ("Magnetrol"), Crank Software, and EGS Automation ("EGS") in March 2021, and NSI-MI Technologies ("NSI-MI"), Abaco Systems, Inc. ("Abaco") in April 2021, and Alphasense in November 2021. Magnetrol is a leading provider of level and flow control solutions for challenging process applications across a diverse set of end markets including medical, pharmaceutical, oil and gas, food and beverage, and general industrial. Crank Software is a leading provider of embedded graphical user interface software and services. EGS is an automation solutions provider that designs and manufactures highly engineered, customized robotic solutions used in critical applications for the medical, food and beverage, and general industrial markets. NSI-MI is a leading provider of radio frequency and microwave test and measurement systems for niche applications across the aerospace, defense, automotive, wireless communications, and research markets. Abaco specializes in open-architecture computing and electronic systems for aerospace, defense, and specialized industrial markets and is a leading provider of mission critical embedded computing systems. Alphasense is a leading provider of gas and particulate sensors for use in environmental, health and safety, and air quality applications. Magnetrol, Crank Software, NSI-MI, Abaco, and Alphasense are part of EIG. EGS is part of EMG.

The following table represents the allocation of the purchase price for the net assets of the acquisitions based on the estimated fair values at acquisition (in millions):


	Abaco		Other Acquisitions		Total
	(in millions)
Property, plant and equipment	$	56.2	$	45.5	$	101.7
Goodwill	739.3		304.5		1,043.8
Other intangible assets	620.8		319.9		940.7
Deferred income taxes	(123.3)		(51.1)		(174.4)

Net working capital and other(1)	51.5		(4.1)		47.4
Total cash paid	$	1,344.5	$	614.7	$	1,959.2

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(1)Includes $70.6 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal as well as $71.6 million of customer advance payments.

The amounts allocated to goodwill are reflective of the benefits the Company expects to realize from the 2021 acquisitions. Abaco's computing and electronic solutions expand and complement the Company's existing aerospace and defense businesses. NSI-MI strengthens the Company's test and measurement platform. Magnetrol's solutions combined with the Company’s existing Sensors, Test and Calibration business, becomes an industry leading differentiated sensor platform with a broad range of level and flow measurement solutions. Alphasense complements the Company's existing sensor business expanding the Company's presence in the environmental health and safety market. Crank Software expands the Company's growing portfolio of software solutions. EGS complements the Company's existing Dunkermotoren business providing highly customizable engineering design and automation capabilities. The Company expects approximately $123.2 million of the goodwill relating to the 2021 acquisitions will be tax deductible in future years.

At December 31, 2021, the purchase price allocated to other intangible assets of $940.7 million consists of $126.2 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $814.5 million of other intangible assets consists of $614.6 million of customer relationships, which are being amortized over a period of 15 to 20 years and $199.9 million of purchased technology, which is being amortized over a period of 11 to 20 years. Amortization expense for each of the next five years for the 2021 acquisitions is expected to be $45.1 million per year.

The Company finalized the measurements of its tangible and intangible assets and liabilities for its 2021 acquisitions of EGS, Crank Software, Abaco, and NSI-MI, excluding the accounting for income taxes for Abaco, Magnetrol, and NSI-MI, which had no material impact to the consolidated statement of income and balance sheet. The Company is in the process of finalizing its measurements of certain tangible and intangible assets and liabilities for its November 2021 acquisition of Alphasense.

The acquisitions had an immaterial impact on reported sales, net income, and diluted earnings per share for the year ended December 31, 2021. Had the acquisitions been made at the beginning of 2021 or 2020, pro forma net income and diluted earnings per share for the year ended December 31, 2021 and 2020, would not have been materially different than the amounts reported. Pro forma net sales would not have been materially different than the amounts reported for the year ended December 31, 2021 and would have been approximately 12% higher than the reported amounts for the year ended December 31, 2020.

In 2020, the Company spent $116.5 million in cash, net of cash acquired, to acquire IntelliPower in January 2020. IntelliPower designs and manufactures a broad portfolio of ruggedized solutions including uninterruptible power systems, external battery packs, power distribution units and power conditioners. IntelliPower was privately held and is headquartered in Orange, California. IntelliPower is part of EIG.

In 2019, the Company spent $1,061.9 million in cash, net of cash acquired, to acquire Pacific Design Technologies, Inc. (“PDT”) in September 2019 and Gatan in October 2019. PDT designs and manufactures a complete range of custom-engineered, liquid cooling systems and components used in a broad set of current and next-generation commercial aerospace, defense and space platforms. Gatan is a leading manufacturer of instrumentation and software used to enhance and extend the operation and performance of electron microscopes. PDT is part of EMG and Gatan is part of EIG.

Divestiture

The Company completed its sale of Reading Alloys to Kymera International in March 2020 for net cash proceeds of $245.3 million. The transaction resulted in a pre-tax gain of $141.0 million, recorded in Other Income (expense) in the Consolidated Statement of Income, and income tax expense of $31.4 million in connection with the sale. Reading Alloys revenue and costs were reported within the EMG segment through the date of sale.