On January 2, 2024, the Company completed the acquisition of Motion Solutions Parent Corp. (“Motion Solutions”), an Irvine, California-based provider of highly engineered integrated solutions, specializing in proprietary precision motion and advanced motion control solutions, for a total purchase price of $192.0 million in cash, net of working capital adjustments. The acquisition was financed with borrowings under the Company’s revolving credit facility. The addition of Motion Solutions enhances the Company’s product portfolio and further expands its presence in attractive medical and precision medicine spaces. Motion Solutions is included in the Medical Solutions reportable segment.

The acquisition of Motion Solutions has been accounted for as a business combination. The purchase price is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The excess of the purchase price over the fair values of the acquired tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill. The fair values of identifiable intangible assets were based on valuations using an income approach, specifically the multi-period excess earnings method for customer relationships and the relief-from-royalty method for developed technologies. The process for estimating the fair values of

identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, customer attrition rates, royalty rates, discount rates, technology obsolescence curves, and EBITDA margins.

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


	Purchase Price
	Allocation
Cash	$	776
Accounts receivable		8,515
Inventory		13,940
Property, plant and equipment		3,126
Operating lease assets		8,076
Intangible assets		83,000
Goodwill		106,761
Other assets		1,002
Total assets acquired		225,196
Accounts payable		5,305
Operating lease liabilities		8,514
Deferred tax liabilities		18,171
Other liabilities		1,230
Total liabilities assumed		33,220
Total assets acquired, net of liabilities assumed		191,976
Less: cash acquired		776
Purchase price, net of cash acquired	$	191,200

The estimated purchase price allocation previously disclosed in the Form 10-Q for the period ended March 29, 2024 was revised during the second, third, and fourth quarter of 2024 as new information was received and analyzed, resulting in an increase in Inventory of $0.4 million, an increase in Intangible assets of $2.6 million, an increase in Other assets of $0.4 million, an increase in Deferred tax liabilities of $0.6 million, an increase in Other liabilities of $0.8 million and a decrease in Goodwill of $2.0 million.

The fair value of intangible assets for Motion Solutions is comprised of the following:


	Estimated Fair		Amortization
	Value (In thousands)		Period
Developed technologies	$	34,400	7 years
Customer relationships		43,100	13 years
Backlog		5,500	1 year
Total	$	83,000

The purchase price allocation resulted in $83.0 million of identifiable intangible assets and $106.8 million of goodwill. As the Motion Solutions acquisition was structured as a stock acquisition for income tax purposes, the goodwill is not deductible. The goodwill recorded represents the anticipated incremental value of future cash flows potentially attributable to: (i) Motion Solution’s ability to grow the business with existing and new customers, including leveraging the Company’s customer base; (ii) Motion Solution’s ability to grow the business through new product introductions; and (iii) cost improvements due to the integration of Motion Solution’s operations into the Company’s existing infrastructure.

The operating results of Motion Solutions were included in the Company’s results of operations beginning January 2, 2024. Motion Solutions contributed revenues of $82.4 million and an income before income taxes of $0.2 million to the Company’s operating results for the twelve months ended December 31, 2024. The loss before income taxes from Motion Solutions for the period from the acquisition date through December 31, 2024 included amortization of inventory fair value adjustments of $2.8 million and amortization of purchased intangible assets of $13.0 million.

The pro forma information for all periods presented below includes the effect of business combination accounting resulting from the acquisition of Motion Solutions, including amortization of inventory fair value adjustments, amortization of intangible assets, interest expense on borrowings in connection with the acquisition, and the related tax effects, assuming that the acquisition had been consummated as of January 1, 2023. 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 acquisition had taken place on January 1, 2023.


	Year Ended
	December 31,		December 31,
	2024		2023
Revenue	$	949,245	$	966,655
Net income	$	66,495	$	58,169

On August 11, 2022, the Company acquired 100% of the outstanding shares of MPH Medical Devices S.R.O. (“MPH”), a Czech Republic-based manufacturer of medical consumables with plastics specialization in making medical disposable tube set products, for a total purchase price of €21.8 million ($22.4 million), net of cash acquired. The acquisition was financed with borrowings under the Company's revolving credit facility and cash available on hand. The addition of MPH has expanded the Company's capacity and capabilities in the medical disposable tube set products within the Medical Solutions reportable segment.

The acquisition of MPH has been accounted for as a business combination. The purchase price is allocated based upon a valuation of the fair values of assets acquired and liabilities assumed as of the acquisition date. The fair value of the real property were based on valuations using an income and cost approach, specifically the direct capitalization method and the replacement value approaches. These approaches are subject to key assumptions including market rent estimates, capitalization rates, local multipliers and remaining useful life. The sales comparison approach was not considered due to the limited data available on comparable properties.

The total purchase price for MPH was allocated as follows (in thousands):


	Purchase Price
	Allocation
Cash	$	182
Accounts receivable		1,658
Inventories		957
Property, plant and equipment		12,094
Goodwill		9,863
Other assets		163
Total assets acquired		24,917
Accounts payable		562
Deferred tax liabilities		1,124
Other liabilities		664
Total liabilities assumed		2,350
Total assets acquired, net of liabilities assumed		22,567
Less: cash acquired		182
Total purchase price, net of cash acquired	$	22,385

The purchase price allocation resulted in $9.9 million of goodwill. As the MPH acquisition was structured as a stock acquisition, the goodwill is not deductible for income tax purposes. The goodwill recorded represents the anticipated future benefits from the expansion of the Company's manufacturing capacity and capabilities for the medical disposal tube set products.

The operating results of MPH were included in the Company’s results of operations beginning on August 12, 2022. MPH contributed revenues of $5.2 million and a profit before income taxes of $0.4 million for the year ended December 31, 2022.

Acquisition costs are included in restructuring and acquisition related costs in the consolidated statements of operations. Acquisition-related costs were $1.0 million, zero, and $1.0 million for the years ended December 31, 2024, 2023, and 2022, respectively, related to the acquisitions that occurred during those years, if any.