Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Note 2 - Acquisitions and Divestitures

Acquisitions:

On September 9, 2024, the Company acquired 100% of the capital stock of CGI, a Nevada-based manufacturer of precision drive systems serving medical robotics and other automation markets. CGI employs approximately 130 people and has its headquarters and manufacturing facilities in Carson City, Nevada. With its concentration on medical robotics, CGI enhances the Company's product portfolio serving this attractive sector. The total purchase price for this acquisition was $167.1 million, net of cash acquired of $8.9 million. Results for CGI are reported in the Industrial Motion segment. The Company incurred acquisition-related costs of $2.0 million to complete this acquisition. Acquisition costs are recorded in selling, general and administrative expenses on the Consolidated Statements of Income.

During 2023, the Company completed six acquisitions, which enhanced the Company's capabilities and product portfolio. On December 20, 2023, the Company completed the acquisition of 100% of the capital stock of Lagersmit, a Netherlands-based manufacturer of highly engineered sealing solutions for marine, dredging, water, tidal energy and other industrial applications, for $128.2 million, net of cash acquired of $6.5 million. Lagersmit employs approximately 90 people. Results for Lagersmit are reported in the Industrial Motion segment. On September 1, 2023, the Company acquired 100% of the capital stock of Des-Case, a Tennessee-based manufacturer of specialty filtration products for industrial lubricants, for $123.2 million, net of cash acquired of $1.8 million. Des-Case has manufacturing facilities in Tennessee and the Netherlands and employs approximately 120 people. Results for Des-Case are reported in the Industrial Motion segment. On April 4, 2023, the Company acquired 100% of the capital stock of Nadella, a leading European manufacturer of linear guides, telescopic rails, actuators and systems and other specialized industrial motion solutions, for $293.5 million, net of cash acquired of $21.0 million. Based in Italy, Nadella employs approximately 450 people and operates manufacturing facilities in Europe and China. Results for Nadella are reported in the Industrial Motion segment.

On November 1, 2023, the Company acquired iMECH. The Company acquired 100% of the capital stock in the U.S. and substantially all of the assets in Canada. iMECH manufactures thrust bearings, radial bearings, specialty coatings and other components primarily used in the energy industry. iMECH employs approximately 70 people and has facilities in Houston, Texas and Alberta, Canada. Results for iMECH are reported in the Engineered Bearings segment. On September 29, 2023, the Company acquired 100% of the capital stock of Rosa, a European designer and manufacturer of roller guideways, linear bearings, customized linear systems and actuators, commercialized ball guideways and precision ball screws. Rosa employs approximately 65 people and has its headquarters, R&D and high-precision manufacturing facility in Milan, Italy. Results for Rosa are reported in the Industrial Motion segment. On January 31, 2023, the Company acquired substantially all of the assets of ARB, a North Carolina-based manufacturer of industrial bearings. ARB, which boasts a large U.S. installed base and strong aftermarket business, operates manufacturing facilities in Hiddenite and Morganton, North Carolina. ARB employs approximately 190 people. Results for ARB are reported in the Engineered Bearings segment. The total purchase price for these three acquisitions was $95.7 million, net of cash acquired of $1.4 million. The Company incurred transaction costs of $6.7 million to complete the 2023 acquisitions.

Note 2 - Acquisitions and Divestitures (continued)

The purchase price allocations at fair value, net of cash acquired, for 2024 and 2023 acquisitions as of December 31, 2024 and 2023 are presented below:


	2024		2023
Assets:
Accounts receivable	$	4.2	$	43.9
Inventories	13.7		111.8
Other current assets	0.3		5.0
Property, plant and equipment	20.6		47.9
Operating lease assets	2.6		7.2
Goodwill	61.4		292.0
Other intangible assets	100.4		299.5
Other non-current assets	3.0		5.1
Total assets acquired	$	206.2	$	812.4
Liabilities:
Accounts payable, trade	$	0.6	$	24.2
Salaries, wages and benefits	1.5		14.9
Income taxes payable	0.2		4.5
Other current liabilities	1.3		11.0
Short-term debt	—		4.7
Long-term debt	—		6.0
Accrued pension cost	—		3.6
Long-term operating lease liabilities	1.9		6.4
Deferred income taxes	28.4		81.9
Other non-current liabilities	5.2		7.6
Total liabilities assumed	$	39.1	$	164.8
Noncontrolling interest acquired	—		6.3
Net assets acquired	$	167.1	$	641.3
Cash flow reconciling items:
Working capital adjustment related to 2023 acquisitions paid in 2024	0.3		(0.3)
Working capital adjustment related to 2022 acquisition received in 2023	—		(2.2)

Cash paid for acquisitions, net of cash acquired	$	167.4	$	638.8

The 2023 acquisitions presented above include goodwill of $59.1 million and intangible assets of $71.9 million for Lagersmit, goodwill of $78.7 million and intangible assets of $45.1 million for Des-Case, and goodwill of $129.0 million and intangible assets of $158.9 million for Nadella.

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 judgment related to future net cash flows, discount rates, competitive trends, market comparisons and other factors. As a result, the Company utilized third-party valuation specialists to assist in determining the fair value of certain assets. Inputs were generally determined by considering independent appraisals and historical data, supplemented by current and anticipated market conditions.

Note 2 - Acquisitions and Divestitures (continued)

The 2024 amounts in the table above represent the preliminary purchase price allocation for the CGI acquisition. 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. The purchase price allocation for CGI is preliminary as a result of the proximity of the acquisition date to December 31, 2024, and as a result, 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 for 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 had been completed on the acquisition date.

The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024 and 2023:


	2024			2023
			Weighted- Average Life			Weighted- Average Life

Trade names (finite life)	6.1		18 years	25.6		17 years
Technology and know-how	35.3		16 years	70.5		15 years

Customer relationships	59.0		17 years	201.8		14 years
Non-competes	—			1.0		3 years
Capitalized software	—			0.6		2 years
Total intangible assets	$	100.4		$	299.5

Divestitures:

During the third quarter of 2023, the Company made the decision to sell its TWB business, located in Jiangsu Province, China. The business met the held for sale criteria, and the Company reclassified its assets and liabilities accordingly. As a result of the carrying value of the business exceeding the estimated sales price less costs to sell, the Company recorded an impairment charge of $1.0 million in 2023. On October 16, 2023, the Company completed the divestiture of TWB. TWB had net sales of $22.7 million and $39.3 million in 2023 and 2022, respectively. The results of operations of TWB were reported in the Engineered Bearings segment. The Company recorded proceeds of $9.0 million, net of cash divested of $0.7 million, on the sale of the business and reported an additional loss of $0.6 million in the fourth quarter of 2023.

On February 28, 2023, the Company completed the sale of its 50% membership interests in SE Setco, a joint venture. The Company had accounted for SE Setco as an equity method investment prior to the sale. The Company received $5.7 million in proceeds for SE Setco and recognized a pretax gain of $4.8 million on the sale. The gain was reflected in other (expense) income, net in the Consolidated Statement of Income.