XML 25 R15.htm IDEA: XBRL DOCUMENT
v3.23.3

Acquisitions | 9 Months Ended
--- | ---
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisitions and Divestiture | Acquisitions Acquisitions The Company spent $246.7 million in cash, net of cash acquired, to acquire Bison Gear & Engineering Corp. ("Bison") in March 2023 and United Electronic Industries ("UEI") in August 2023. Bison is a leading manufacturer of highly engineered motion control solutions serving diverse markets and applications. Bison is part of EMG. UEI is a leading provider of data acquisition and control solutions for the aerospace, defense, energy and semiconductor industries. UEI is part of EIG. The following table represents the allocation of the purchase price for the net assets of the 2023 acquisitions based on the estimated fair values at acquisition (in millions):
Property, plant and equipment |  |  |  |  | $ | 13.4 |
Goodwill |  |  |  |  | 82.6 |
Other intangible assets |  |  |  |  | 124.0 |
Net working capital and other(1) |  |  |  |  | 26.7 |
Total cash paid |  |  |  |  | $ | 246.7 |
________________ (1)Includes $12.9 million in accounts receivable, whose fair value, contractual cash flows and expected cash flows are approximately equal. The amount allocated to goodwill is reflective of the benefits the Company expects to realize from the acquisitions. Bison's engineering expertise and broad product portfolio complement the Company's existing motion control and automation solutions business. UEI's innovative solutions complement the Company's existing testing and data acquisition expertise. The Company expects approximately $73.5 million of the goodwill relating to the acquisitions will be tax deductible in future years. At September 30, 2023, the purchase price allocated to other intangible assets of $124.0 million consists of $23.8 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $100.2 million of other intangible assets consists of $75.8 million of customer relationships, which are being amortized over a period of 20 years, and $24.4 million of purchased technology, which is being amortized over a period of 10 to 20 years. Amortization expense for each of the next five years for the 2023 acquisition is expected to approximate $5 million per year. The Company finalized its measurements of certain tangible and intangible assets and liabilities for its September 2022 acquisition of Navitar, Inc. and its October 2022 acquisition of RTDS Technologies, which had no material impact to the consolidated statement of income and balance sheet. The Company has substantially completed its purchase accounting, however it is in the process of finalizing the accounting for income taxes, for its acquisition of Bison. The Company is in the process of finalizing the measurement of the intangible assets and tangible assets and liabilities for its acquisition of UEI. The acquisitions had an immaterial impact on reported net sales, net income, and diluted earnings per share for the three and nine months ended September 30, 2023. Had the acquisitions been made at the beginning of 2023 or 2022, pro forma net sales, net income, and diluted earnings per share for the three and nine months ended September 30, 2023 and 2022, would not have been materially different than the amounts reported. Acquisitions Subsequent to September 30, 2023 In October 2023, the Company acquired Amplifier Research Corp., for approximately $105 million in cash. Amplifier Research has estimated annual sales of approximately $60 million. Amplifier Research is a leading manufacturer of radio frequency and microwave amplifiers and electromagnetic compatibility testing equipment. Amplifier Research has joined EIG. In October 2023, the Company entered into a definitive agreement to acquire Paragon Medical, for approximately $1.9 billion in cash. Paragon Medical has estimated annual sales of approximately $500 million. Paragon Medical is a leading provider of medical components and instruments. Paragon Medical serves a wide range of specialty applications including orthopedics, minimally invasive surgery, robotic surgery, and drug delivery. Paragon's product portfolio includes single-use and consumable surgical instruments and implantable components sold to a diverse blue-chip customer base of leading medical device manufacturers. The transaction is subject to customary closing conditions, including applicable regulatory approvals. Paragon Medical will join EMG.

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration