Acquisitions

12 Months Ended

Jul. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

Note 2. Acquisitions

Univercells Technologies (UTEC)

On June 29, 2023, the Company acquired UTEC, headquartered in Nivelles, Belgium, for cash consideration of €134.2 million, or $146.9 million, net of cash acquired. UTEC is a global producer of innovative biomanufacturing solutions for cell and gene therapy research, development and commercial manufacturing. UTEC is reported within the Company’s Life Sciences segment. The Company assigned the fair values to the net assets acquired resulting in $97.0 million for goodwill and $51.6 million for intangible assets, as well as a deferred tax liability of $12.9 million and a deferred tax asset of $7.0 million, none of which are expected to be deductible for tax purposes. Net working capital was $(0.9) million. The purchase price allocation for this acquisition is preliminary pending the outcome of the final valuations of the net assets acquired. Net sales of UTEC were immaterial to the Consolidated Statements of Earnings for the year ended July 31, 2023. Management expects to finalize the purchase accounting by the fourth quarter of fiscal 2024.

Isolere Bio, Inc. (Isolere)

On February 17, 2023, the Company acquired Isolere, headquartered in Durham, North Carolina, for cash consideration of $62.3 million, net of cash acquired. Isolere develops reagents and accompanying filtration processes used for the purification and streamlined manufacturing of biopharmaceuticals. Isolere is reported within the Company’s Life Sciences segment. The Company assigned the fair values to the net assets acquired resulting in $28.1 million for goodwill and $44.5 million for intangible assets, as well as a deferred tax liability of $10.9 million, none of which are expected to be deductible for tax purposes. Net working capital was $(0.4) million. The purchase price allocation for this acquisition is preliminary pending the outcome of the final valuations of the contingent liabilities acquired. Net sales of Isolere were immaterial to the Consolidated Statements of Earnings for the year ended July 31, 2023. Management expects to finalize the purchase accounting by the first quarter of fiscal 2024.

Purchase Price Summary

The components of the UTEC and Isolere acquisitions, net of cash acquired, as of the acquisition date were as follows (in millions):

	2023
Intangible assets:
Technology	$	84.0
Trademarks and tradenames	8.2
Customer relationships	1.2
Non-competition agreements	2.7
Intangible assets acquired	96.1
Tangible assets, net	9.6
Assets acquired, net	105.7
Goodwill	125.1
Aggregate purchase price	230.8
Add deferred tax asset	7.0
Less deferred tax liability	(23.8)
Less cash acquired	(4.8)
Acquisitions, net of cash acquired	$	209.2

Purilogics, LLC (Purilogics)

On June 13, 2022, the Company acquired Purilogics, headquartered in Greenville, South Carolina, for cash consideration of approximately $19.9 million, net of cash acquired. The transaction included a maximum payout of $29.0 million in contingent consideration related to developing manufacturing capabilities, creating future technologies and attaining certain business performance results. Purilogics is a biotechnology company that leverages a novel technology platform for the development of membrane chromatography products. Purilogics offers a broad portfolio of purification tools for a wide range of biologics. Purilogics’ proprietary formulations and processes create membranes that have significant competitive advantages, enabling faster and more cost-effective production of increasingly complex biologic drugs. Purilogics is reported within the Company’s Life Sciences segment. Purchase accounting was finalized in the second quarter of fiscal 2023. Net sales of Purilogics were immaterial to the Consolidated Statements of Earnings for the year ended July 31, 2022.

Solaris Biotechnology S.r.l. (Solaris)

On November 22, 2021, the Company acquired Solaris, headquartered in Porto Mantovano, Italy, with U.S. operations based in Berkeley, California, for cash consideration of approximately €41 million, or $45.7 million, net of cash acquired. Solaris designs and manufactures bioprocessing equipment, including bioreactors, fermenters and tangential flow filtration systems for use in food and beverage, biotechnology and other life sciences markets. Solaris is reported within the Company’s Life Sciences segment. Purchase accounting was finalized in the fourth quarter of fiscal 2022. Net sales of Solaris were immaterial to the Consolidated Statements of Earnings for the year ended July 31, 2022.

Pearson Arnold Industrial Services (PAIS)

On November 1, 2021, the Company acquired PAIS, headquartered in the U.S., for cash consideration of approximately $3.3 million, net of cash acquired. PAIS provides equipment, parts and services for dust, mist and fume collection systems, industrial fans and compressed air systems. PAIS is reported within the Company’s Industrial Filtration Solutions (IFS) business in the Industrial Solutions segment. Goodwill and intangible assets acquired are deductible for tax purposes. Purchase accounting was finalized in the fourth quarter of fiscal 2022. Net sales of PAIS were immaterial to the Consolidated Statements of Earnings for the year ended July 31, 2022.

Purchase Price Summary

The components of acquisitions, net of cash acquired in fiscal 2022, as of each acquisition date (in millions):

Intangible assets:
Technology	$	45.9
Trademarks and tradenames	4.0
Customer relationships	3.0
Non-competition agreements	0.6
Backlog	0.2
Intangible assets acquired	53.7
Tangible liabilities, net	(2.7)
Assets acquired, net	51.0
Goodwill	42.8
Aggregate purchase price	93.8
Less contingent consideration	(24.6)
Less cash acquired	(0.3)
Acquisitions, net of cash acquired	$	68.9

Pro forma Financial Information

Pro forma financial information for these acquisitions has not been presented because the acquisitions were not material to the Company’s Consolidated Statements of Earnings. See Note 6 for goodwill and intangible assets acquired.

Contingent Compensation and Consideration

Purilogics

The Company’s acquisition purchase agreement with Purilogics includes deferred payment provisions representing potential milestone payments for its former owners. The provisions are made up of two general types of arrangements, contingent compensation and contingent consideration. The contingent compensation arrangement is contingent on the former owner’s future employment with the Company and the related amounts are recognized over the required employment period. The contingent consideration is not contingent on employment and is recorded as purchase consideration in both other current and other long-term liabilities on the Consolidated Balance Sheets at the time of the initial acquisition based on the fair value of the estimated liability. The amounts are paid over a three to five year period, contingent on the achievement of certain revenue and manufacturing milestones.

The total contingent compensation arrangement liability was $1.1 million and $0.1 million as of July 31, 2023 and 2022, respectively, which was included in other long-term liabilities on the Consolidated Balance Sheets. The maximum payout of the contingent compensation arrangement upon completion of the future performance periods was $3.0 million, inclusive of the $1.1 million and $0.1 million accrued as of July 31, 2023 and 2022, respectively.

The Company primarily determines the contingent consideration liability based on the forecasted probability of achieving certain milestones. The contingent consideration liability is measured at fair value each reporting period and changes in estimates of fair value are recognized in earnings. The total contingent consideration liability was $23.2 million and $23.0 million as of July 31, 2023 and 2022, respectively and was included in other current and other long-term liabilities on the Consolidated Balance Sheets. The maximum payout of the contingent consideration was $29.0 million, inclusive of the $23.2 million and $23.0 million accrued as of July 31, 2023 and 2022, respectively. For additional discussion regarding the fair value of the Company’s contingent consideration liability, see Note 16.

Other Acquisitions

For other acquisitions, the total contingent compensation arrangement liability was $0.9 million and $0.3 million as of July 31, 2023 and 2022, respectively, which was included in other long-term liabilities on the Consolidated Balance Sheets. The maximum payout of the contingent compensation arrangement upon completion of the future performance periods was $3.1 million, which terminates five years from acquisition date of November 22, 2021. This is inclusive of the $0.9 million and $0.3 million accrued as of July 31, 2023 and 2022, respectively.

The total contingent consideration liability was $1.7 million as of July 31, 2023 and 2022, respectively, of which, $0.0 million and $0.3 million, respectively, was included in other current liabilities and $1.7 million and $1.4 million, respectively, was included in other long-term liabilities on the Consolidated Balance Sheets. The maximum payout of the contingent consideration was $1.7 million, which terminates three years from acquisition date of November 1, 2021 and was fully accrued as of July 31, 2023 and 2022, respectively.