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Business Combinations (Tables)

12 Months Ended

Dec. 31, 2021

Summary of Unaudited Pro Forma Information

The pro forma information presented below includes the effects of business combination accounting resulting from the acquisitions of ATI and SEM, including amortization of inventory fair value adjustments, amortization of intangible assets, interest expense on borrowings in connection with the acquisitions, acquisition costs, and the related tax effects, assuming that the acquisitions had been consummated as of January 1, 2020. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results of operations that actually would have been achieved if the acquisitions had taken place on January 1, 2020.

	Year Ended December 31,
	2021		2020
Revenue	$	783,011	$	682,626
Consolidated net income	$	52,420	$	33,376

ATI Industrial Automation, Inc.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

Based upon a preliminary valuation, the total purchase price, including measurement period adjustments, for ATI was allocated as follows (in thousands):

	Purchase Price
	Allocation
Cash	$	10,709
Accounts receivable		12,596
Inventories		18,151
Property, plant and equipment		4,618
Operating lease assets		11,263
Intangible assets		52,800
Goodwill		134,420
Other assets		229
Total assets acquired		244,786
Accounts payable		5,135
Current portion of operating lease liabilities		1,740
Operating lease liabilities		9,525
Other liabilities		4,452
Total liabilities assumed		20,852
Total assets acquired, net of liabilities assumed		223,934
Less: cash acquired		10,709
Less: contingent consideration		44,000
Initial purchase price, net of cash acquired	$	169,225

Fair Value of Intangible Assets

The fair value of intangible assets for ATI is comprised of the following (dollar amounts in thousands):

			Weighted Average
	Estimated Fair		Amortization
	Value		Period
Developed technologies	$	19,800	15 years
Customer relationships		23,900	15 years
Trademarks and trade names		5,600	15 years
Backlog		3,500	1 year
Total	$	52,800

Schneider Electric Motion USA, Inc.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

Based upon a preliminary valuation, the total purchase price for SEM was allocated as follows (in thousands):

	Purchase Price
	Allocation
Cash	$	3,881
Accounts receivable		4,240
Inventories		2,499
Property, plant and equipment		452
Intangible assets		54,570
Goodwill		68,291
Other assets		776
Total assets acquired		134,709
Accounts payable		1,325
Deferred tax liabilities		12,400
Other liabilities		2,420
Total liabilities assumed		16,145
Total assets acquired, net of liabilities assumed		118,564
Less: cash acquired		3,881
Total purchase price, net of cash acquired	$	114,683

Fair Value of Intangible Assets

The fair value of intangible assets for SEM is comprised of the following (dollar amounts in thousands):

			Weighted Average
	Estimated Fair		Amortization
	Value		Period
Developed technologies	$	9,110	15 years
Customer relationships		41,740	20 years
Trademarks and trade names		370	4 years
Backlog		3,350	1 year
Total	$	54,570

ARGES GmbH

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

The final purchase price for ARGES was allocated as follows (in thousands):

	Amount
Cash	$	3,159
Accounts receivable		1,430
Inventories		7,129
Property, plant and equipment		14,095
Intangible assets		24,713
Goodwill		42,951
Other assets		2,244
Total assets acquired		95,721
Accounts payable		2,598
Deferred tax liabilities		5,510
Other liabilities		14,462
Total liabilities assumed		22,570
Total assets acquired, net of liabilities assumed		73,151
Less: cash acquired		3,159
Total purchase price, net of cash acquired		69,992
Less: contingent consideration		7,870
Less: issuance of common shares		10,900
Less: deferred cash consideration		27,664
Initial cash purchase price, net of cash acquired	$	23,558

Fair Value of Intangible Assets

The fair value of intangible assets for ARGES is comprised of the following (dollar amounts in thousands):

			Weighted Average
	Estimated Fair		Amortization
	Value		Period
Developed technologies	$	11,355	15 years
Customer relationships		11,800	15 years
Trademarks and trade names		1,225	10 years
Backlog		333	5 months
Total	$	24,713

Med X Change, Inc and Ingenia-CAT, S.L.

Summary of Fair Values of Assets Acquired and Liabilities Assumed Purchase Price Allocation

The final purchase price allocation for Med X Change and Ingenia is as follows (in thousands):

	Amount
Cash	$	1,000
Accounts receivable		1,739
Inventories		2,372
Property, plant and equipment		496
Intangible assets		22,376
Goodwill		13,388
Other assets		601
Total assets acquired		41,972
Accounts payable		604
Deferred tax liabilities		2,399
Other liabilities		910
Total liabilities assumed		3,913
Total assets acquired, net of liabilities assumed		38,059
Less: cash acquired		1,000
Total purchase price, net of cash acquired		37,059
Less: contingent consideration		6,569
Less: purchase price holdback		905
Net cash used for acquisition of businesses	$	29,585

Fair Value of Intangible Assets

The fair value of intangible assets for Med X Change and Ingenia is comprised of the following (dollar amounts in thousands):

					Weighted Average
	Estimated Fair Value				Amortization
	Med X Change		Ingenia		Period
Developed technologies	$	1,800	$	9,272	10 years
Customer relationships		9,900		565	15 years
Trademarks and trade names		300		339	9 years
Backlog		200		—	7 months
Total	$	12,200	$	10,176