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Acquisitions
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisitions

12.Acquisitions

 

On March 8, 2018, the Company purchased Passport Food Safety Solutions, Inc. (“Passport”).  Passport sells products for pre- and post-harvest treatment in the poultry, swine, and beef production markets (the “Passport Acquisition”).  The total purchase price was approximately $50.0, which is subject to an additional payment of up to $25.0 based on sales performance through 2020 and a working capital adjustment.  Passport’s annual sales were approximately $21.0 in 2017.  The acquisition was funded with short-term borrowings and is managed in the SPD segment.  

 

The fair values of the net assets acquired are set forth as follows:

 

Passport

 

 

Acquisition Date

 

 

Fair Value

 

Inventory and other working capital

$

3.3

 

Long-term assets

 

1.0

 

Trade names and other intangibles

 

28.5

 

Goodwill

 

32.5

 

Current liabilities

 

(1.1

)

Long-term liabilities

 

(7.1

)

Contingent consideration

 

(7.3

)

Cash purchase price (net of cash acquired)

$

49.8

 

 

The life of the amortizable intangible assets recognized from the Passport Acquisition ranges from 10 - 15 years.  The goodwill is a result of expected synergies from combined operations of the acquisition and the Company. Pro forma results are not presented because the impact is not material to the Company’s consolidated financial results.

 

On August 7, 2017, the Company acquired Pik Holdings, Inc. (“Waterpik”), a water-jet technology company that designs and sells both oral water flossers and replacement shower heads (the “Waterpik Acquisition”).  The total purchase price was $1,024.6 (net of cash acquired).  Waterpik’s annual sales were approximately $265.0 for the trailing twelve months through June 30, 2017.  The Company financed the Waterpik Acquisition with proceeds from its underwritten public offering of $1,425.0 aggregate principal amount of Senior Notes completed on July 25, 2017.   Waterpik is managed by the Consumer Domestic and Consumer International segments.

The fair values of the net assets acquired are set forth as follows:

 

 

Waterpik

 

 

Acquisition Date

 

 

Fair Value

 

Current assets

$

95.4

 

Property, plant and equipment

 

28.4

 

Trade name (indefinite lived)

 

644.7

 

Other intangible assets

 

146.1

 

Goodwill

 

425.8

 

Current liabilities

 

(31.8

)

Long-term liabilities

 

(284.0

)

Cash purchase price (net of cash acquired)

$

1,024.6

 

 

The life of the amortizable intangible assets recognized from the Waterpik Acquisition will be amortized over 15 years.  The goodwill is a result of expected synergies from combined operations of the acquisition and the Company.  

 

The following unaudited pro forma information is based on the Company’s historical data and assumptions for condensed consolidated results of operations, and gives effect to the Waterpik Acquisition as if the acquisition occurred on January 1, 2017. These unaudited pro forma results include adjustments having a continuing impact on the Company’s condensed consolidated statements of income. These adjustments primarily consist of adjustments to depreciation for the fair value and depreciable lives of property and equipment, amortization of intangible assets, stock compensation expense, interest expense and adjustments to tax expense based on condensed consolidated pro forma results. These results have been prepared using assumptions the Company’s management believes are reasonable, are not necessarily indicative of the actual results that would have occurred if the acquisition had occurred on January 1, 2017, and are not necessarily indicative of the results that may be achieved in the future, including, but not limited to, the realization of operating synergies that the Company may realize as a result of the acquisition.

 

Unaudited consolidated pro forma results

Three Months Ended

 

 

Nine Months Ended

 

 

September 30, 2017

 

 

September 30, 2017

 

 

Reported

 

 

Pro forma

 

 

Reported

 

 

Pro forma

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

$

967.9

 

 

$

988.8

 

 

$

2,743.1

 

 

$

2,903.1

 

Net Income

$

133.4

 

 

$

133.1

 

 

$

337.8

 

 

$

347.8

 

Net income per share - Basic

$

0.53

 

 

$

0.53

 

 

$

1.34

 

 

$

1.38

 

Net income per share - Diluted

$

0.52

 

 

$

0.52

 

 

$

1.32

 

 

$

1.35