Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2022

4. Acquisitions and Divestitures

Nook Industries Acquisition

On December 31, 2021, the Company acquired all of the issued and outstanding equity interests of Nook Industries, LLC ("Nook"), a leader in the U.S. engineered linear motion industry. The acquisition expands the Company's current portfolio of linear product offerings. The acquisition was accounted for as a business combination using the acquisition method of accounting and the results have been consolidated into the Company's Automation & Specialty ("A&S") segment.

The aggregate purchase price of approximately $138.5 million, inclusive of certain post-closing adjustments but subject to others, consisted of $125.2 million of cash transferred, net of $5.1 million of cash acquired, and a noncontingent purchase price

holdback of $8.2 million. The purchase price holdback was recorded in accruals and other current liabilities at December 31, 2021 and was released in January 2022. The Company borrowed $130.0 million under its Revolving Credit Facility in December 2021 to finance the transaction.

The fair value of all the acquired identifiable assets and liabilities summarized below are based on preliminary valuations and are subject to change as the Company obtains additional information during the acquisition measurement period. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. The goodwill is deductible for income tax purposes. The Company did not record any measurement period adjustments during the quarter ended March 31, 2022. The purchase price allocation as of the acquisition date is as follows:


	At Acquisition Date
Total cash consideration	$	130.3
Purchase price holdback		8.2
Fair value of consideration transferred		138.5

Recognized identifiable assets acquired and liabilities assumed:
Cash and cash equivalents		5.1
Receivables		3.7
Inventory		10.8
Prepaids and other current assets		0.4
Property, plant and equipment		12.8
Deferred tax asset		0.9
Other non-current assets		5.0
Intangibles		55.1
Accounts payable		(2.9	)
Accrued payroll		(0.7	)
Accrued expenses and other current liabilities		(2.7	)
Other long term liability		(4.6	)
Total identifiable net assets acquired		82.9
Goodwill	$	55.6

Intangible assets acquired consist of:
Customer relationships	$	54.0
Trade name		1.1
Total intangible assets	$	55.1

The following table sets forth the unaudited pro forma results of operations of the Company for the quarter ended March 31, 2021 as if the Company had acquired Nook on January 1, 2021. The pro forma information contains the actual operating results of the Company and the Nook business, adjusted to include the pro forma impact of (i) additional depreciation expense as a result of estimated depreciation based on the fair value of fixed assets; (ii) additional expense as a result of the estimated amortization of identifiable intangible assets; (iii) additional interest expense associated with the borrowings used to finance the acquisition and (iv) inventory fair value adjustment. These pro forma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisition occurred at the beginning of the period or that may be obtained in the future.


	Pro forma (unaudited)
	Quarter Ended March 31, 2021
Total revenues	$	481.1
Net income (loss)		37.5
Basic earnings per share	$	0.58
Diluted earnings per share	$	0.57

JVS Divestiture

In the fourth quarter of 2021, the Company committed to a plan to sell our JVS business within our A&S reporting segment in an effort to exit the heavy-duty trucks and transportation industry. On February 8, 2022, the Company entered into a purchase and sale agreement with Cummins Inc. (the "Buyer") for $325.0 million in cash subject to customary adjustments, and on April 8, 2022, the Company completed the sale. Transaction costs related to the divestiture totaled approximately $9.4 million. The Company received net cash consideration of approximately $325.9 million, which remains subject to customary purchase price adjustments. The Company determined the criteria to be classified as held for sale were met and the assets and liabilities were presented as held for sale in the Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell until the transaction is completed. The Company determined that the disposal group classified as held for sale does not meet the criteria for classification as discontinued operations as the disposal is not considered a strategic shift that has a major effect on the Company’s operations and financial results. The JVS business is not a significant disposal based on the Company's quantitative and qualitative evaluation.

Before measuring the fair value less costs to sell of the disposal group as a whole, the Company first reviewed individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset impairments were required. Then, based on the purchase and sale agreement entered into by the Company and the Buyer, the Company determined the fair value of the disposal group to be equal to the selling price, less costs to sell. Based on this review, during the fourth quarter of 2021, the Company recorded a non-cash goodwill impairment charge of $60.0 million as the sale was considered to be a triggering event to evaluate goodwill impairment for the JVS reporting unit. Additionally, the Company recorded an asset held for sale impairment charge of $82.4 million, for a total impairment charge of $142.4 million in 2021. The Company recorded an additional asset held for sale impairment charge of $6.1 million during the quarter ended March 31, 2022.

The assets and liabilities of the JVS business classified as held for sale at March 31, 2022 and December 31, 2021 were as follows:


	March 31, 2022				December 31, 2021
Assets
Current Assets
Trade receivables	$	21.5			$	11.3
Inventories		12.6				16.3
Prepaid expenses and other current assets		4.2				2.3
Property, plant and equipment, net		66.7				64.6
Goodwill		—				—
Intangible assets, net		364.7				364.5
Other assets		0.7				0.7
Impairment on carrying value		(87.4	)	(1)		(82.4	)	(2)
Total assets held for sale	$	383.0			$	377.3

Liabilities
Current Liabilities
Accounts payable	$	20.2			$	20.8
Other current liabilities		9.6				9.8
Deferred tax liabilities		22.4				22.3
Other liabilities		0.9				0.1
Total liabilities held for sale	$	53.1			$	53.0
(1) Includes the effect of approximately $11.2 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains. Additionally, assets held for sale balance reflects approximately $9.4 million of estimated transaction costs incurred, approximately $1.1 million of transaction costs paid during the quarter, and a favorable working capital adjustment of approximately $2.0 million.
(2) Includes the effect of approximately $10.8 million of favorable cumulative foreign currency translation adjustment and accumulated other post retirement benefit obligation gains and approximately $11.5 million of estimated transaction costs incurred.