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Acquisitions of Businesses | 6 Months Ended
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Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisitions of Businesses | NOTE O – ACQUISITIONS OF BUSINESSES Acquisition of Maxxweld Conectores Electricos Ltda. On January 4, 2022, the Company acquired Maxxweld Conectores Eletricos Ltda.("Maxxweld"), a Brazilian entity headquartered in Curitiba, Brazil, from its shareholders. Maxxweld designs and manufactures substation connector systems and accessory hardware for high voltage AC systems. The acquisition of Maxxweld expands and strengthens the Company's operational and technical capabilities in the region while supporting its overall substation strategy. The purchase price was approximately $11.2 million, net of cash received, as of the closing date. The purchase price is subject to a holdback of approximately $1.8 million. The acquisition of Maxxweld has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the acquisition date, as well as measurement period adjustments recorded as of June 30, 2022. These estimates will continue to be revised during the measurement period as further information becomes available and additional analyses are performed. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Adjusted Preliminary Allocation |
Accounts receivable |  | $ | 2,080 |  | $ | 52 |  | $ | 2,132 |
Inventory |  |  | 1,291 |  |  | 76 |  |  | 1,367 |
Prepaid expenses and other current assets |  |  | 41 |  |  | 0 |  |  | 41 |
Equipment and other assets |  |  | 725 |  |  | 0 |  |  | 725 |
Other intangible assets |  |  | 4,359 |  |  | 0 |  |  | 4,359 |
Accounts payable |  |  | (599 | ) |  | 0 |  |  | (599 | )
Other current liabilities |  |  | (322 | ) |  | 0 |  |  | (322 | )
Other non-current liabilities |  |  | (1,560 | ) |  | (1 | ) |  | (1,561 | )
Total identifiable net assets |  |  | 6,015 |  |  | 127 |  |  | 6,142 |
Goodwill |  |  | 5,195 |  |  | (127 | ) |  | 5,068 |
Total consideration, net of cash received |  | $ | 11,210 |  | $ | 0 |  | $ | 11,210 |
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Maxxweld. As a result of the acquisition, goodwill of $5.1 million recognized is not expected to be deductible for tax purposes. Other intangible assets of $4.4 million include customer relationships, tradenames and backlog. The preliminary estimated fair values of the customer relationships, trademarks and technology intangible assets of $4.0 million, $0.2 million and $0.2 million, respectively, were determined using either the relief-from-royalty model or the multi-period excess earnings model, which are discounted cash flow models that rely on the Company's estimates. These estimates require judgment of future revenue growth rates, future margins, and the applicable weighted-average cost of capital used to discount those estimated cash flows. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. The estimated useful lives for customer relationships, trademarks and backlog were 15 years, 20 years, and 1 year, respectively. See Note I for additional information about goodwill and other intangible assets. From the date of the acquisition through June 30, 2022, the Company’s Consolidated Financial Statements included Maxxweld sales of approximately $4.8 million and is reported in The Americas segment. Acquisition of Holplast, s.r.o. On March 1, 2022, the Company acquired all issued and outstanding shares of Holplast, s.r.o (“Holplast”), an entity headquartered in Prostejov, Czech Republic, from its shareholder. Holplast specializes in injection molding and expands the Company’s operational capabilities in the region and strengthens the Company’s position in the global communications market. The purchase price was approximately $5.3 million with a holdback of $0.8 million, inclusive of cash and debt. The acquisition of Holplast has been accounted for using the acquisition method of accounting which requires the assets acquired and liabilities assumed be recognized at their respective fair values on the acquisition date. The table below summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed on the acquisition date, as well as measurement period adjustments recorded as of June 30, 2022. These estimates will continue to be revised during the measurement period as further information becomes available and additional analyses are performed. The current measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Adjusted Preliminary Allocation |
Cash |  | $ | 907 |  |  | 0 |  | $ | 907 |
Accounts receivable |  |  | 452 |  |  | 0 |  |  | 452 |
Inventory |  |  | 285 |  |  | 31 |  |  | 316 |
Prepaid expenses and other current assets |  |  | 7 |  |  | 0 |  |  | 7 |
Property, plant and equipment and other assets |  |  | 1,221 |  |  | 1,760 |  |  | 2,981 |
Accounts payable |  |  | (283 | ) |  | 0 |  |  | (283 | )
Other current liabilities |  |  | (95 | ) |  | 0 |  |  | (95 | )
Other non-current liabilities |  |  | (1,119 | ) |  | (334 | ) |  | (1,453 | )
Total identifiable net assets |  |  | 1,375 |  |  | 1,457 |  |  | 2,832 |
Goodwill |  |  | 3,912 |  |  | (1,457 | ) |  | 2,455 |
Total consideration, inclusive of cash and debt |  | $ | 5,287 |  | $ | 0 |  | $ | 5,287 |
Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the anticipated synergies of acquiring Holplast. Other non-current liabilities assumed is mainly comprised of long-term debt totaling approximately $1.1 million at a rate of 3.21% with terms expirin g between May 2023 and December 2030. From the date of the acquisition through June 30, 2022, the Company’s Consolidated Financial Statements included Holplast sales of approximately $0.8 million and is reported in the EMEA segment.

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- 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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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