Divestiture

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

On January 11, 2024, the Company entered into a Share Purchase and Asset Agreement ("SPA") with One Equity Partners ("OEP") to sell its Associated Spring™ and Hänggi™ businesses (the "Businesses") for $175,000, subject to certain adjustments (the "Sale"). The Businesses operate within the Motion Control Solutions business. The Company classified the assets and liabilities of the Businesses, which operate within the Industrial segment, as "held for sale" on the Consolidated Balance Sheet as of March 31, 2024. Pursuant to the required accounting guidance, the Company allocated $58,900 of goodwill from the Motion Control Solutions reporting unit to the Businesses based on the estimated relative fair values of the Businesses to be disposed of and the portion of the reporting unit that will be retained.

The Businesses' assets and liabilities held for sale are comprised of the following as of March 31, 2024:


Assets
Cash	$	2,459
Accounts receivable, less allowance of $821	44,537
Inventories	32,818
Prepaid expenses and other current assets	4,964
Current assets held for sale	84,778

Property, plant and equipment, net	51,428
Goodwill	58,900
Other assets	4,011
Non-current assets held for sale	114,339

Liabilities
Accounts payable	$	17,605
Accrued liabilities	8,255
Current liabilities held for sale	25,860

Accrued retirement benefits	4,570
Other liabilities	3,475
Non-current liabilities held for sale	8,045

The Company completed the Sale to OEP on April 4, 2024. Pursuant to the terms of an Amended Share Purchase and Asset Agreement SPA (the "Amended SPA"), total cash consideration is estimated at $172,998, inclusive of $2,459 of cash sold, subject to post-closing adjustments. At the time of closing on April 4, 2024, $151,638 was received. The residual $21,360 of the $172,998 relates to two foreign facilities and is expected to be received upon completion of the transfer of the foreign assets. Expected net cash proceeds of approximately $150,000 will be used to reduce debt. The Company expects to record a pre-tax gain of approximately $6,000 inclusive of transaction costs, of which $4,504 expense was recorded in the first quarter. The expected tax charges related to the Sale are estimated to approximate $16,000, with $5,724 (including a discrete tax charge of $6,794) of these charges being recorded during the first quarter of 2024. The residual is expected to be recorded during 2024, following the completion of the Sale and the transfer of the assets.