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Variable Interest Entities
9 Months Ended
Jun. 30, 2021
Equity Method Investments and Joint Ventures [Abstract]  
Variable Interest Entity Disclosure Variable Interest Entities
Treated Water Outsourcing (“TWO”) is a joint venture between the Company and Nalco Water, an Ecolab company, in which the Company holds a 50% partnership interest. The Company is obligated to absorb all risk of loss up to 100% of the joint venture partner’s equity. As such, the Company fully consolidates TWO as a variable interest entity (“VIE”) under ASC Topic No. 810, Consolidation. The Company has not provided, and is not contractually required to provide, additional financial support to this entity, and the Company does not have the ability to use the assets of TWO to settle obligations of the Company’s other subsidiaries.
The following provides a summary of TWO’s balance sheet as of June 30, 2021 and September 30, 2020, and summarized financial information for the three and nine months ended June 30, 2021 and 2020.
June 30,
2021
September 30,
2020
Current assets (includes cash of $1,580 and $2,088)
$3,529 $4,016 
Property, plant and equipment963 1,145 
Goodwill2,206 2,206 
Total liabilities(1,287)(1,324)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2021202020212020
Total revenue$843 $1,328 $2,511 $5,180 
Total operating expenses(748)(803)(2,217)(3,847)
Income from operations$95 $525 $294 $1,333 
On October 1, 2019, the Company acquired a 60% investment position in San Diego-based Frontier Water Systems, LLC (“Frontier”). The Frontier acquisition is a VIE because it has insufficient equity to finance its activities due to key assets being assigned to the Company upon acquisition.  The Company is the primary beneficiary of Frontier because the Company has the power to direct the activities that most significantly affect Frontier’s economic performance.
In addition, the Company entered into an agreement to purchase the remaining 40% interest in Frontier on or prior to March 30, 2024. This agreement (a) gave holders of the remaining 40% interest in Frontier (the “Minority Owners”) the right to sell to Evoqua up to approximately 10% of the outstanding equity in Frontier at a predetermined price, which right was exercisable by the Minority Owners between January 1, 2021 and February 28, 2021 (the “Option”), and (b) obligates the Company to purchase and the Minority Owners to sell all of the Minority Owners’ remaining interest in Frontier at the fair market value at the time of sale on or prior to March 30, 2024 (the “Purchase Right”). The Purchase Right may be exercised early by the Minority Owners. The agreement to purchase the remaining interest was determined to be financing due to the mandatory Purchase Right, as per ASC Topic 480, Distinguishing Liabilities From Equity, and as such, the Company recognized a liability for the remaining 40% interest. The Minority Owners exercised the Option, and on April 8, 2021, the Company completed the purchase of an additional 8% of the outstanding equity in Frontier for approximately $1,490. As a result, the Company’s ownership position in Frontier increased to 68%.
Additionally, the Company fully consolidates Frontier as a VIE under ASC Topic No. 810, Consolidation.
The following provides a summary of Frontier’s balance sheet as of June 30, 2021 and September 30, 2020, and summarized financial information for the three and nine months ended June 30, 2021 and 2020.
June 30,
2021
September 30,
2020
Current assets (includes cash of $2,947 and $1,675)
$10,034 $4,024 
Property, plant and equipment2,974 3,159 
Goodwill1,798 1,798 
Intangible assets, net8,678 9,918 
Total liabilities(9,039)(3,692)
Three Months Ended
June 30,
Nine Months Ended
June 30,
2021202020212020
Total revenue$4,945 $1,411 $7,793 $4,134 
Total operating expenses(4,448)(2,003)(8,587)(6,304)
Income (loss) from operations$497 $(592)$(794)$(2,170)