XML 47 R37.htm IDEA: XBRL DOCUMENT v3.21.2
Business Combinations and Asset Acquisitions (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2021
Jun. 30, 2020
Jun. 30, 2021
Jun. 30, 2020
Mar. 24, 2021
Business Acquisition [Line Items]          
Amortization of Intangible Assets $ 6.2 $ 3.9 $ 10.2 $ 7.9  
PendoTECH Acquisition [Member]          
Business Acquisition [Line Items]          
Business Combination Disclosure    
4.    ACQUISITIONS

In March 2021, the Company acquired all the membership interests of Mayfair Technology, LLC, ("PendoTECH") a manufacturer and distributor of single-use sensors, transmitters, control systems and software for measuring, monitoring and data collection primarily in bioprocess applications. PendoTECH serves bio-pharmaceutical manufacturers and life science laboratories and is located in the United States. The initial cash payment was $185.0 million and the Company may be required to pay additional consideration of up to $20.0 million and other post-closing amounts. The additional consideration is based upon financial thresholds in 2022 and 2023. The estimated fair value of the contingent consideration obligation at the time of acquisition of $13.5 million was determined using a Monte Carlo simulation based on the Company's forecast of future financial results.
Goodwill recorded in connection with the acquisition totaled $93.7 million, which is deductible for tax purposes. Identified intangible finite-life assets acquired include customer relationships of $78.6 million, technology and patents of $21.7 million, trade name of $3.4 million, and other intangibles of $2.4 million. The Company used variations of the income statement approach in determining the fair value of the intangible assets acquired; specifically, the multi-period excess earnings method to determine the fair value of the customer relationships acquired and the relief from royalty method to determine the fair value of the technology and patents. The Company's determination of the fair value of the intangible assets acquired involved the use of significant estimates and assumptions principally related to revenue growth, royalty and customer attrition rates.
The identifiable finite-live intangible assets will be amortized on a straight-line basis over periods of 5 to 20 years and the annual aggregate amortization expense is estimated at $6.9 million. Net tangible assets acquired were $7.4 million and recorded at fair value in the consolidated financial statements. All of the acquired assets are included in the Company's U.S. Operations segment. 		   
Business Combination, Consideration Transferred     $ 185.0    
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High         $ 20.0
Business Combination, Contingent Consideration, Liability         13.5
Goodwill, Acquired During Period     $ 93.7    
Minimum useful lives     5 years    
Maximum Useful Lives     20 years    
Amortization of Intangible Assets     $ 6.9    
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net         $ 7.4
Customer Relationships [Member] | PendoTECH Acquisition [Member]          
Business Acquisition [Line Items]          
Finite-lived Intangible Assets Acquired     78.6    
Tradename (indefinite life) [Member] | PendoTECH Acquisition [Member]          
Business Acquisition [Line Items]          
Finite-lived Intangible Assets Acquired     3.4    
Other Intangible Assets [Member] | PendoTECH Acquisition [Member]          
Business Acquisition [Line Items]          
Finite-lived Intangible Assets Acquired     2.4    
Technology-Based Intangible Assets [Member] | PendoTECH Acquisition [Member]          
Business Acquisition [Line Items]          
Finite-lived Intangible Assets Acquired     $ 21.7