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Acquisitions
3 Months Ended
Mar. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions ACQUISITIONS
During fiscal year 2021 the Company acquired 100% of voting equity of three businesses. The Company did not make any acquisitions during the three months ended March 31, 2022. A summary of the acquisitions made during 2021 is as follows:
DateType Company/Product LineLocation (Near)Segment
November 2, 2021Stock
Urtasun Tecnología Alimentaria S.L ("Urtasun")
Navarra, SpainJBT FoodTech
A provider of fruit and vegetable processing solutions, particularly in the fresh packaged and frozen markets. The Urtasun acquisition extends the Company's capabilities in providing fruit and vegetable processing solutions.
July 2, 2021StockCMS Technology, Inc ("Prevenio")Bridgewater, New JerseyJBT FoodTech
A provider of innovative food safety solutions primarily for the poultry industry as well as produce applications. Prevenio provides a pathogen protection solution through its anti-microbial delivery equipment that enhances food safety and integrity, and creates a safer work environment for its customers and their employees. This acquisition enhances the Company’s recurring revenue portfolio and furthers its investment in solutions that support its customers’ daily operations.
February 28, 2021StockAutoCoding Systems Ltd. ("ACS")Cheshire, U.K.JBT FoodTech
A provider of a central command solution for the integration of packaging process devices. The ACS acquisition extends the Company's capabilities in packaging line equipment and associated devices, including coding and label inspection and verification.
Each acquisition has been accounted for as a business combination. Tangible and identifiable intangible assets acquired and liabilities assumed were recorded at their respective estimated fair values. The excess of the consideration transferred over the estimated fair value of the net assets received has been recorded as goodwill. The factors that contributed to the recognition of goodwill primarily relate to acquisition-driven anticipated cost savings and revenue enhancement synergies coupled with the assembled workforce acquired.
(In millions)
Urtasun(1)
Prevenio(2)
ACS(3)
Total
Financial assets$8.5 $8.1 $2.9 $19.5 
Inventories3.4 0.2 0.7 4.3 
Property, plant and equipment3.2 4.1 — 7.3 
Customer relationship (4)
11.5 41.0 3.7 56.2 
Patents and acquired technology (4)
6.0 17.5 3.4 26.9 
Trademarks (4)
2.2 0.7 0.8 3.7 
Deferred taxes(5.9)(15.5)(0.9)(22.3)
Financial liabilities(7.2)(3.4)(2.9)(13.5)
Total identifiable net assets$21.7 $52.7 $7.7 $82.1 
Cash consideration paid$44.2 $173.3 $16.8 $234.3 
Cash acquired4.8 3.5 1.1 9.4 
Net consideration$39.4 $169.8 $15.7 $224.9 
Goodwill (5)
$22.5 $120.6 $9.1 $152.2 

(1)The purchase accounting for Urtasun is provisional. The valuation of certain working capital balances, property, plant and equipment, intangibles, income tax balances and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the quarter ended March 31, 2022, the Company made no significant measurement period adjustments for Urtasun.
(2)The purchase accounting for Prevenio is provisional. The valuation of income tax balances, intangible assets and residual goodwill is not complete. These amounts are subject to adjustment as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date). During the quarter ended March 31, 2022, the Company made no significant measurement period adjustments for Prevenio.
(3)The purchase accounting for ACS was final as of December 31, 2021.
(4)The acquired intangible assets are amortized on a straight-line basis over their estimated useful lives, which range from four to twenty years. The intangible assets acquired in 2021 have weighted average useful lives of 14 years for customer relationship, 8 years for patents and acquired technology, and 17 years for trademarks.
(5)The Company expects goodwill of $0.7 million from these acquisitions to be deductible for income tax purposes.