BUSINESS COMBINATIONS |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| BUSINESS COMBINATIONS | BUSINESS COMBINATIONS 2024 Acquisition On December 24, 2024, the Company acquired 100% of the shares of IMS DE Holdings, LLC (“IMS”), which is included within the Company’s Specialty Products segment. Based in New Hampshire, IMS is a manufacturer of electronic or electro-mechanical components of larger solutions. The acquisition was made to expand the Company’s manufacturing capabilities and allow it to acquire and produce a variety of product lines across a range of end markets, with a substantial focus on aftermarket repair and replacement. Consideration paid consisted of $32.8 million in cash, net of cash acquired, and there was no contingent consideration. The Company used the acquisition method of accounting for the transaction and has reflected the value of the acquired assets and liabilities assumed in the consolidated balance sheet, including accounts receivable, inventories, intangible assets, goodwill, and accounts payable. The acquisition date fair value of the technology and customer list intangible assets were $7.1 million and $6.0 million, respectively. The Company used an income approach, the multi-period excess earnings method, to calculate the acquisition date fair value of the customer list intangible assets and the relief-from-royalty method to calculate the acquisition date fair value of the technology intangible asset. Goodwill of $11.9 million was recognized as a result of expected synergies, assembled workforce, and other intangible benefits, all of which is expected to be deductible for tax purposes. Assumptions made by the Company in determining the acquisition date fair value related to revenue and gross profit projections, customer attrition rates, contributory asset charges, and the discount rate for the customer relationships, and revenue projections, a technology obsolescence rate, a royalty rate, and a discount rate for the technology. Certain of these inputs are not observable in the market and represent Level 3 measurements. As the Company completed its evaluation of the acquired assets and assumed liabilities, the Company recorded certain adjustments during the measurement period based on facts and circumstances that existed as of the acquisition date. The measurement period adjustments were not material. Acquisition-related costs, primarily consisting of legal and advisory fees, were recognized as an operating expense in the prior year and were not material. 2025 Acquisitions On March 28, 2025, the Company acquired substantially all of the assets and technical data rights of certain electro-optical product lines from a third party, which met the definition of a business, for a total cash purchase price of $10.0 million. The product lines will be included within the Specialty Products segment. The Company used the acquisition method of accounting for the transaction and has reflected the value of the acquired assets and liabilities assumed in the consolidated balance sheet, including inventories, intangible assets, property, plant and equipment, goodwill and contractual liabilities. The Company expects that all of the approximately $0.6 million of goodwill and $2.1 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years. On September 12, 2025, the Company acquired substantially all of the assets and technical data rights of certain electronic product lines from a third party, which met the definition of a business, for a total cash purchase price of $12.0 million. The product lines will be included within the Specialty Products segment. The Company used the acquisition method of accounting for the transaction and has reflected the value of the acquired assets assumed in the consolidated balance sheet, including inventories, intangible assets, property, plant and equipment, and goodwill. The Company expects that all of the approximately $1.2 million of goodwill and $7.5 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years. On November 14, 2025, the Company acquired substantially all of the assets and technical data rights of certain electro-optical product lines from a third party, which met the definition of a business, for a total cash purchase price of $40.0 million. The product lines will be included within the Specialty Products segment. The Company used the acquisition method of accounting for the transaction and has reflected the preliminary value of the acquired assets assumed in the consolidated balance sheet, including inventories, intangible assets, property, plant and equipment, and goodwill. The accounting is provisional as the Company is pending valuation of certain tangible and intangible assets that is subject to final adjustment as the Company evaluates information during the measurement period. The preliminary acquisition date fair values of the customer list, technology and tradename intangible assets were $16.9 million, $6.0 million and $3.2 million, respectively. The Company used an income approach, the multi-period excess earnings method, to calculate the acquisition date fair value of the customer list intangible assets and the relief-from-royalty method to calculate the acquisition date fair value of the technology and tradename intangible assets. Goodwill of $10.4 million was recognized as a result of expected synergies and other intangible benefits. Assumptions made by the Company in determining the preliminary acquisition date fair value related to revenue and gross profit projections, customer attrition rates, contributory asset charges, and the discount rate for the customer list, and revenue projections, a technology obsolescence rate, a royalty rate, and a discount rate for the technology. Certain of these inputs are not observable in the market and represent Level 3 measurements. Acquisition-related costs, primarily consisting of legal and advisory fees, were recognized as an operating expense in the current period and were not material. The Company expects that all of the approximately $10.4 million of goodwill and $26.1 million of other intangible assets recognized for the acquisition will be deductible for tax purposes over 15 years. For business combinations completed during the year ended December 31, 2025, the Company allocated the total purchase price consideration between tangible assets, identified intangible assets, liabilities, and goodwill as follows (in thousands):
The following table presents the details of the intangible assets acquired in connection with business combinations during the year ended December 31, 2025 (dollars in thousands).
Pro-forma net sales and results of operations have not been presented for the product line acquisitions because the effect of these acquisitions on the Company's consolidated financial statements were not material individually or in the aggregate.
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