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Acquisitions of Businesses
12 Months Ended
Dec. 31, 2022
Business Combination, Description [Abstract]  
Acquisitions of Businesses

Note 17 – 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 fair values of the assets acquired and liabilities assumed on the acquisition date, as well as measurement period adjustments recorded as of December 31, 2022. The final measurement period adjustments did not have a material impact to the Consolidated Statements of Income.

 

 

Preliminary Allocation

 

Measurement Period Adjustments

 

 

Final Allocation

 

Accounts receivable

 

$

2,080

 

$

52

 

$

2,132

 

Inventory

 

 

1,291

 

 

76

 

 

1,367

 

Prepaid expenses and other current assets

 

 

41

 

 

 

 

41

 

Equipment and other assets

 

 

725

 

 

 

 

725

 

Other intangible assets

 

 

4,359

 

 

 

 

4,359

 

Accounts payable

 

 

(599

)

 

 

 

(599

)

Other current liabilities

 

 

(322

)

 

 

 

(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

 

$

 

$

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 backlog were $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 12 for additional information about goodwill and other intangible assets.

From the date of the acquisition through December 31, 2022, the Company’s Consolidated Financial Statements included Maxxweld sales of approximately $11.8 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 Prostějov, 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 December 31, 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

 

 

 

$

907

 

Accounts receivable

 

 

452

 

 

 

 

452

 

Inventory

 

 

285

 

 

31

 

 

316

 

Prepaid expenses and other current assets

 

 

7

 

 

 

 

7

 

Property, plant and equipment and other assets

 

 

1,221

 

 

1,760

 

 

2,981

 

Accounts payable

 

 

(283

)

 

 

 

(283

)

Other current liabilities

 

 

(95

)

 

 

 

(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

 

$

 

$

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 expiring between May 2023 and December 2030.

From the date of the acquisition through December 31, 2022, the Company’s Consolidated Financial Statements included Holplast sales of approximately $2.0 million and is reported in the EMEA segment.

Acquisition of Delta Conectores, S.A. de C.V.

On October 3, 2022, the Company acquired Delta Conectores, S.A. de C.V. ("Delta"), a Mexico entity headquartered in Aguascalientes, Mexico, from its shareholders. Delta designs and manufactures substation connector systems and accessory hardware for high voltage AC systems in Mexico. The acquisition of Delta will expand the Company's operational and technical capabilities in the region while supporting its overall substation strategy. The purchase price was approximately $3.8 million with a holdback of approximately $0.6 million.

The acquisition of Delta is 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 opening balance sheet is preliminary and no measurement period adjustments have been recorded as of December 31, 2022. Future adjustments are not expected to have a material impact to the Consolidated Statements of Income.

From the date of the acquisition through December 31, 2022, the Company’s Consolidated Financial Statements included Delta sales of approximately $1.3 million and is reported in The Americas segment.