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Acquisitions of Businesses | 3 Months Ended
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Mar. 31, 2023
Business Combination, Description [Abstract] |
Acquisitions of Businesses | Note 14 – Acquisitions of Businesses Acquisition of Pilot Plastics On February 1, 2023, the Company acquired substantially all of the assets of Pilot Plastics, headquartered in Akron, Ohio. Pilot Plastics is an injection molding manufacturer and the acquisition will expand the Company's injection molding capabilities and further enhance the Company's domestic manufacturing footprint. The purchase price was approximatel y $14.1 million, net of cash as of the closing date. The purchase price is subject to a holdback of approximately $1.7 million. To fund the Pilot Plastics acquisition, the Company borrowed on the Facility. The acquisition of Pilot Plastics is accounted for using the acquisition method of accounting, which requires the assets acquired and liabilities assumed to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The opening balance sheet is preliminary, and no measurement period adjustments have been recorded as of March 31, 2023. Future adjustments are not expected to have a material impact to the Consolidated Statements of Income. From the date of the acquisition through March 31, 2023, the Company’s consolidated financial statements included Pilot Plastics sales of approximatel y $1.5 milli on and is reported in the PLP-USA 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 to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. The opening balance sheet is preliminary, and no measurement period adjustments have been recorded as of March 31, 2023. Future adjustments are not expected to have a material impact to the Consolidated Statements of Income. 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 to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the measurement period, opening balance sheet adjustments were made to finalize the fair value estimates based on the final valuations received, which are summarized in the table below. The final measurement period adjustments did not have a material impact to the Consolidated Statements of Income.
|  | Preliminary Allocation |  | Measurement Period Adjustments |  | Final Allocation |
Cash |  | $ | 907 |  | $ | — |  | $ | 907 |
Accounts receivable |  |  | 452 |  |  | — |  |  | 452 |
Inventory |  |  | 285 |  |  | 23 |  |  | 308 |
Prepaid expenses and other current assets |  |  | 7 |  |  | — |  |  | 7 |
Property, plant and equipment and other assets |  |  | 1,221 |  |  | 1,760 |  |  | 2,981 |
Accounts payable |  |  | (283 | ) |  | (13) |  |  | (296 | )
Other current liabilities |  |  | (95 | ) |  | — |  |  | (95 | )
Other noncurrent liabilities |  |  | (1,119 | ) |  | (333 | ) |  | (1,452 | )
Total identifiable net assets |  |  | 1,375 |  |  | 1,437 |  |  | 2,812 |
Goodwill |  |  | 3,912 |  |  | (1,437 | ) |  | 2,475 |
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 noncurrent 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 acquisition through March 31, 2022, the Company recognized Holplast sales of approximately $0.2 million. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position. Acquisition of Maxxweld Conectores Electricos Ltda. On January 4, 2022, the Company acquired Maxxweld Conectores Electricos 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 to be recognized at their respective fair values on the acquisition date. The process of estimating the fair values of certain tangible assets, identifiable intangible assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. During the measurement period opening balance sheet adjustments were made to finalize the fair value estimates based on the final valuations received, which are summarized in the table below. 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 noncurrent 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 fair values of the customer relationships, trademarks and backlog were $4.0 million, $0.2 million and $0.2 million, respectively. These fair values 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 11 for additional information about goodwill and other intangible assets. The Company's consolidated financial statements include Maxxweld sales of approximately $2.0 million from the date of acquisition through March 31, 2022 and is reported in The Americas segment. All measurement period adjustments were completed within a year from the acquisition date, and such adjustments did not have a material impact on the Company's results of operations and financial position.

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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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