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Acquisitions
3 Months Ended
Mar. 31, 2021
Business Combinations [Abstract]  
Acquisitions

Note 4   Acquisitions

 

Acquisitions are accounted for under the purchase method, and accordingly, the results of operations were included in the Company's financial statements from the date of acquisition.  The acquisitions did not have a material impact on the Company's consolidated financial statements or the notes thereto.

On January 1, 2021, the Company acquired 100% of the outstanding stock of Analytical Technology, LLC (“ATi”), headquartered in Collegeville, Pennsylvania, a provider of water quality monitoring systems.  

The total purchase consideration, net of cash acquired, was $44 million. The Company's preliminary allocation of the purchase price at March 31, 2021 included $3.9 million of receivables, $4.0 million of inventory, $2.5 million of other assets, $21.0 million of intangibles and $16.1 million of goodwill that is deductible for tax purposes. The intangible assets acquired are primarily customer relationships and developed technology with estimated average useful lives of 12 to 15 years.  The Company also assumed $1.2 million of accounts payable, $0.6 million of deferred tax liabilities and $1.7 million of other liabilities as part of the acquisition.  

The preliminary allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of March 31, 2021, the Company had not completed its analysis for estimating the fair value of the assets acquired.

 

On November 2, 2020, the Company acquired 100% of the outstanding stock of s::can GmbH and subsidiaries (“s::can”) headquartered in Vienna, Austria.  s::can specializes in optical water quality sensing solutions that provide real-time measurement of a variety of parameters in water and wastewater utilizing in-line monitoring systems.

 

The total purchase consideration for s::can was $30.6 million, which included $29.1 million in cash, $0.6 million of payments made in the first quarter of 2021 and $0.9 million in payments that are anticipated to be made in the second quarter of 2021, which are recorded in payables on the Consolidated Balance Sheet at March 31, 2021. The Company's preliminary allocation of the purchase price at March 31, 2021 included $3.1 million of receivables, $4.3 million of inventory, $1.2 million of other assets, $12.7 million of intangibles and $17.4 million of goodwill that is not deductible for tax purposes. The intangible assets acquired are primarily customer relationships and developed technology with an estimated average useful life of 12 years.  The Company also assumed $3.6 million of accounts payable, $3.2 million of deferred tax liabilities and $1.3 million of other liabilities as part of the acquisition.  

 

The preliminary allocation of the purchase price to the assets acquired was based upon the estimated fair values at the date of acquisition. As of March 31, 2021, the Company had not completed its analysis for estimating the fair value of the assets acquired.