Acquisitions

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

The Company spent $2,237.9 million in cash, net of cash acquired, to acquire Paragon Medical ("Paragon") in December 2023, Amplifier Research Corp. ("Amplifier Research") in October 2023, United Electronic Industries ("UEI") in August 2023, and Bison Gear & Engineering Corp. ("Bison") in March 2023. Paragon is a leading provider of highly engineered medical components and instruments. Amplifier Research is a leading manufacturer of radio frequency and microwave amplifiers and electromagnetic compatibility testing equipment. Bison is a leading manufacturer of highly engineered motion control solutions serving diverse markets and applications. UEI is a leading provider of data acquisition and control solutions for the aerospace, defense, energy and semiconductor industries. UEI and Amplifier Research are part of EIG. Paragon and Bison are part of EMG.

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):


	Paragon Medical		Other Acquisitions		Total
	(in millions)
Property, plant and equipment	$	211.4	$	23.7	$	235.1
Goodwill	907.0		104.7		1,011.7
Other intangible assets	874.0		171.3		1,045.3
Deferred income taxes	(213.4)		(10.7)		(224.1)
ROU lease asset	51.4		4.4		55.8
Lease liabilities	(51.0)		(4.5)		(55.5)

Net working capital and other(1)	112.8		56.8		169.6
Total cash paid	$	1,892.2	$	345.7	$	2,237.9

______________________

(1)Includes $94.2 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. Paragon's portfolio of single-use and consumable surgical instruments and implantable components meaningfully expands the Company's presence in the MedTech market and complements the Company's existing medical businesses. Amplifier Research's expertise and capability in amplifier design complements the Company's existing capabilities in the electromagnetic compatibility testing market. UEI's innovative solutions complement the Company's existing testing and data acquisition expertise. Bison's engineering expertise and broad product portfolio complement the Company's existing motion control and automation solutions business. The Company expects approximately $180.6 million of the goodwill relating to the acquisitions will be tax deductible in future years.

At December 31, 2023, the purchase price allocated to other intangible assets of $1,045.3 million consists of $145.1 million of indefinite-lived intangible trade names, which are not subject to amortization. The remaining $900.2 million of other intangible assets consists of $696.4 million of customer relationships, which are being amortized over a period of 19 to 20 years and $203.8 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 acquisitions is expected to be $49.7 million per year.

The Company finalized its measurements of certain tangible and intangible assets and liabilities for its September 2022 acquisition of Navitar, Inc., its October 2022 acquisition of RTDS Technologies and its March 2023 acquisition of Bison, which had no material impact to the consolidated statement of income and balance sheet. The Company is in the process of finalizing the measurement of the intangible assets, tangible assets, and liabilities for its acquisitions of Amplifier Research and UEI, as well as, the accounting for income taxes.

The initial accounting for the Paragon acquisition is incomplete, related to finalizing the measurement of the acquired tangible and intangible assets and liabilities, as well as, the associated income tax considerations. All

amounts could change, potentially materially, as there is significant additional information that the Company must obtain to finalize the valuations of the assets acquired and liabilities assumed, and to finalize the value of the intangible assets, primarily due to the proximity of the acquisition date to the balance sheet date of December 31, 2023.

The acquisitions had an immaterial impact on reported net sales, net income, and diluted earnings per share for the year ended December 31, 2023. Had the acquisitions been made at the beginning of 2023 or 2022, unaudited pro forma net income and diluted earnings per share for the year ended December 31, 2023 and 2022, would not have been materially different than the amounts reported. Had the acquisitions been made at the beginning of 2023 or 2022, unaudited pro forma net sales would have been approximately 8% higher than reported amounts for the year ended December 31, 2023 and would have been approximately 11% higher than reported amounts for the year ended December 31, 2022.

In 2022, the Company spent $429.7 million in cash, net of cash acquired, to acquire Navitar, Inc.("Navitar") in September 2022 and RTDS Technologies Inc. ("RTDS") in October 2022. Navitar is a market leader in the design, development and manufacturing of customized, fully integrated optical imaging systems, cameras, components and software. RTDS is a leading provider of real-time power simulation systems used by utilities, and research and education institutions in the development and testing of the electric power grid and renewable energy applications. Navitar and RTDS are part of EIG.

In 2021, 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, NSI-MI Technologies ("NSI-MI") and 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.