UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended
June 30, 2022
Or
☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from _____ to _____

Commission File Number: 001-38272

EVOQUA WATER TECHNOLOGIES CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		46-4132761
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
210 Sixth Avenue		15222
Pittsburgh,	Pennsylvania
(Address of principal executive offices)		(Zip Code)

(724) 772-0044

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AQUA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒    No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐    No ☒

There were 121,486,702 shares of the registrant’s common stock, par value $0.01 per share, outstanding as of July 27, 2022.

EVOQUA WATER TECHNOLOGIES CORP.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION
Item 1	Financial Statements		3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		37
Item 3	Quantitative and Qualitative Disclosures About Market Risk		62
Item 4	Controls and Procedures		62
PART II - OTHER INFORMATION
Item 1	Legal Proceedings		63
Item 1A	Risk Factors		63
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds		63
Item 3	Defaults Upon Senior Securities		63
Item 4	Mine Safety Disclosures		63
Item 5	Other Information		63
Item 6	Exhibits		64

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You can generally identify forward‑looking statements by our use of forward‑looking terminology such as “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “goal,” “intend,” “may,” “might,” “plan,” “progress,” “potential,” “predict,” “projection,” “seek,” “should,” “will,” or “would,” or the negative thereof, or other variations thereon or comparable terminology. In particular, statements about the markets in which we operate, including growth of our various markets, our expectations, beliefs, plans, strategies, objectives, prospects, assumptions, or future events or performance, statements regarding our restructuring actions and expected restructuring charges and cost savings, statements regarding our cash requirements, working capital needs and expected capital expenditures, statements regarding our expectations for fiscal 2022, customer demand, supply chain challenges, material availability, price/cost, labor shortages, inflation, and general macroeconomic conditions, and statements related to the COVID-19 pandemic and its ongoing impact on our business contained in this Report are forward‑looking statements.

All of these forward‑looking statements are based on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such forward‑looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as filed with the Securities and Exchange Commission (“SEC”) on November 17, 2021, and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Report may cause our actual results, performance or achievements to differ materially from any future results, performance, or achievements expressed or implied by these forward‑looking statements or could affect our share price. Some of the factors that could cause actual results to differ materially from those expressed or implied by the forward‑looking statements include, among other things:

•general global economic and business conditions, including the impacts of the COVID-19 pandemic, geopolitical conflicts, such as the conflict between Russia and Ukraine, and potential recessionary conditions;

•our ability to execute projects on budget and on schedule;

•material, freight, and labor inflation, commodity and component availability constraints, and disruptions in global supply chains and transportation services;

•the potential for us to incur liabilities to customers as a result of warranty claims or failure to meet performance guarantees;

•our ability to meet our own and our customers’ safety standards;

•failure to effectively treat emerging contaminants;

•our ability to continue to develop or acquire new products, services, and solutions that allow us to compete successfully in our markets;

•our ability to implement our growth strategy, including acquisitions, and our ability to identify suitable acquisition targets;

•our ability to operate or integrate any acquired businesses, assets, or product lines profitably;

•our ability to achieve the expected benefits of our restructuring actions;

•delays in enactment or repeals of environmental laws and regulations;

•the potential for us to become subject to claims relating to handling, storage, release, or disposal of hazardous materials;

•our ability to retain our senior management, skilled technical, engineering, sales, and other key personnel and to attract and retain key talent in increasingly competitive labor markets;

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•risks associated with international sales and operations;

•our ability to adequately protect our intellectual property from third-party infringement;

•risks related to our contracts with federal, state, and local governments, including risk of termination or modification prior to completion;

•risks associated with product defects and unanticipated or improper use of our products;

•our ability to accurately predict the timing of contract awards;

•risks related to our substantial indebtedness;

•our increasing dependence on the continuous and reliable operation of our information technology systems;

•risks related to foreign, federal, state and local environmental, health and safety laws and other applicable laws and regulations and the costs associated therewith;

•our ability to execute on our strategies related to environmental, social, and governance matters, and achieve related goals and targets, including as a result of evolving standards, laws, regulations, processes, and assumptions, delayed scientific and technological developments, increased costs, and changes in carbon markets; and

•other risks and uncertainties, including those listed under Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as filed with the SEC on November 17, 2021, and in other filings we may make from time to time with the SEC.

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward‑looking statements. The forward‑looking statements contained in this Report are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from the forward‑looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with the forward‑looking statements contained in this Report, they may not be predictive of results or developments in future periods.

Any forward‑looking statement that we make in this Report speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward‑looking statements, whether as a result of new information, future events, or otherwise, after the date of this Report.

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Part I - Financial Information

Item 1. Financial Statements

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Evoqua Water Technologies Corp.
Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of June 30, 2022 (Unaudited) and September 30, 2021	4
Unaudited Consolidated Statements of Operations for the Three and Nine Months Ended June 30, 2022 and 2021	5
Unaudited Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended June 30, 2022 and 2021	6
Unaudited Consolidated Statements of Changes in Equity for the Three and Nine Months Ended June 30, 2022 and 2021	7
Unaudited Consolidated Statements of Changes in Cash Flow for the Nine Months Ended June 30, 2022 and 2021	9
Unaudited Supplemental Disclosure of Cash Flow Information for the Nine Months Ended June 30, 2022 and 2021	10
Notes to Unaudited Consolidated Financial Statements	11

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Evoqua Water Technologies Corp.

Consolidated Balance Sheets

(In thousands)

	(Unaudited)
	June 30, 2022		September 30, 2021
ASSETS
Current assets	$	832,220	$	678,458
Cash and cash equivalents	137,839		146,244
Receivables, net	293,471		277,995
Inventories, net	232,459		158,503
Contract assets	101,899		72,746
Prepaid and other current assets	64,877		21,871
Income tax receivable	1,675		1,099
Property, plant, and equipment, net	400,367		374,988
Goodwill	471,688		407,376
Intangible assets, net	315,983		290,075
Deferred income taxes, net of valuation allowance	4,788		8,285
Operating lease right-of-use assets, net	52,954		45,521
Other non‑current assets	93,618		64,188
Total assets	$	2,171,618	$	1,868,891
LIABILITIES AND EQUITY
Current liabilities	$	457,162	$	405,989
Accounts payable	198,180		164,535
Current portion of debt, net of deferred financing fees and discounts	16,064		12,775
Contract liabilities	66,943		55,883
Product warranties	7,198		8,138
Accrued expenses and other liabilities	162,474		160,367
Income tax payable	6,303		4,291
Non‑current liabilities	$	1,052,166	$	880,683
Long-term debt, net of deferred financing fees and discounts	909,763		730,430
Product warranties	3,994		2,966
Obligation under operating leases	43,832		37,935
Other non‑current liabilities	79,766		92,909
Deferred income taxes	14,811		16,443
Total liabilities	$	1,509,328	$	1,286,672
Commitments and Contingent Liabilities (Note 19)
Shareholders’ equity
Common stock, par value $0.01: authorized 1,000,000 shares; issued 123,150 shares, outstanding 121,486 at June 30, 2022; issued 122,173 shares, outstanding 120,509 at September 30, 2021	$	1,232	$	1,223
Treasury stock: 1,664 shares at June 30, 2022 and 1,664 shares at September 30, 2021	(2,837)		(2,837)
Additional paid-in capital	600,403		582,052
Retained earnings (deficit)	19,698		(11,182)
Accumulated other comprehensive income, net of tax	43,794		11,415
Total Evoqua Water Technologies Corp. equity	$	662,290	$	580,671
Non-controlling interest	—		1,548
Total shareholders’ equity	$	662,290	$	582,219
Total liabilities and shareholders’ equity	$	2,171,618	$	1,868,891

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Operations

(In thousands, except per share data)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Revenue from product sales	$	267,957	$	218,427	$	740,300	$	600,908
Revenue from services	171,368		151,254		492,021		437,530
Revenue from product sales and services	$	439,325	$	369,681	$	1,232,321	$	1,038,438
Cost of product sales	(185,742)		(152,591)		(524,867)		(428,173)
Cost of services	(117,451)		(100,061)		(331,928)		(291,972)
Cost of product sales and services	$	(303,193)	$	(252,652)	$	(856,795)	$	(720,145)
Gross profit	$	136,132	$	117,029	$	375,526	$	318,293
General and administrative expense	(61,426)		(50,837)		(186,231)		(146,048)
Sales and marketing expense	(40,634)		(35,871)		(116,942)		(103,629)
Research and development expense	(3,857)		(3,413)		(11,060)		(9,929)
Total operating expenses	$	(105,917)	$	(90,121)	$	(314,233)	$	(259,606)
Other operating income	951		1,662		4,023		2,653
Other operating expense	(136)		(260)		(426)		(618)
Income before interest expense and income taxes	$	31,030	$	28,310	$	64,890	$	60,722
Interest expense	(8,440)		(11,224)		(24,969)		(28,292)
Income before income taxes	$	22,590	$	17,086	$	39,921	$	32,430
Income tax expense	(5,027)		(3,887)		(8,896)		(7,672)
Net income	$	17,563	$	13,199	$	31,025	$	24,758
Net income attributable to non‑controlling interest	—		44		145		134
Net income attributable to Evoqua Water Technologies Corp.	$	17,563	$	13,155	$	30,880	$	24,624
Basic income per common share	$	0.14	$	0.11	$	0.26	$	0.21
Diluted income per common share	$	0.14	$	0.11	$	0.25	$	0.20

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

	Three Months Ended June 30,				Nine Months Ended June 30,
	2022		2021		2022		2021
Net income	$	17,563	$	13,199	$	31,025	$	24,758
Other comprehensive (loss) income
Foreign currency translation adjustments	(5,643)		591		(1,858)		22,605
Unrealized derivative gain (loss) on cash flow hedges, net of tax	5,435		(3,524)		33,746		6,569
Change in pension liability, net of tax	156		266		491		640
Total other comprehensive (loss) income	$	(52)	$	(2,667)	$	32,379	$	29,814
Less: Comprehensive income attributable to non‑controlling interest	—		(44)		(145)		(134)
Comprehensive income attributable to Evoqua Water Technologies Corp.	$	17,511	$	10,488	$	63,259	$	54,438

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Changes in Equity

(In thousands)

	Common Stock			Treasury Stock			Additional Paid‑in Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Non‑controlling Interest		Total
	Shares	Cost		Shares	Cost
Balance at September 30, 2021	122,173	$	1,223	1,664	$	(2,837)	$	582,052	$	(11,182)	$	11,415	$	1,548	$	582,219
Equity based compensation expense	—	—		—	—		5,203		—		—		—		$	5,203
Issuance of common stock, net	199	2		—	—		822		—		—		—		$	824
Dividends paid to non-controlling interest	—	—		—	—		—		—		—		(100)		$	(100)
Net income	—	—		—	—		—		5,987		—		101		$	6,088
Other comprehensive income	—	—		—	—		—		—		8,359		—		$	8,359
Balance at December 31, 2021	122,372	$	1,225	1,664	$	(2,837)	$	588,077	$	(5,195)	$	19,774	$	1,549	$	602,593
Equity based compensation expense	—	—		—	—		5,386		—		—		—		$	5,386
Issuance of common stock, net	394	4		—	—		(1,358)		—		—		—		$	(1,354)
Net income	—	—		—	—		—		7,330		—		44		$	7,374
Other comprehensive income	—	—		—	—		—		—		24,072		—		$	24,072
Balance at March 31, 2022	122,766	$	1,229	1,664	$	(2,837)	$	592,105	$	2,135	$	43,846	$	1,593	$	638,071
Equity based compensation expense	—	—		—	—		5,750		—		—		—		$	5,750
Issuance of common stock, net	384	3		—	—		2,548		—		—		—		$	2,551
Acquisition of non-controlling interest	—	—		—	—		—		—		—		(1,593)		$	(1,593)
Net income	—	—		—	—		—		17,563		—		—		$	17,563
Other comprehensive loss	—	—		—	—		—		—		(52)		—		$	(52)
Balance at June 30, 2022	123,150	$	1,232	1,664	$	(2,837)	$	600,403	$	19,698	$	43,794	$	—	$	662,290

See accompanying notes to these Unaudited Consolidated Financial Statements

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	Common Stock			Treasury Stock			Additional Paid‑in Capital		Retained Deficit		Accumulated Other Comprehensive (Loss) Income		Non‑controlling Interest		Total
	Shares	Cost		Shares	Cost
Balance at September 30, 2020	119,486	$	1,189	2,195	$	(2,837)	$	564,928	$	(62,664)	$	(20,472)	$	1,919	$	482,063
Equity based compensation expense	—	—		—	—		3,019		—		—		—		$	3,019
Issuance of common stock, net	1,264	13		1	—		14,250		—		—		—		$	14,263
Dividends paid to non-controlling interest	—	—		—	—		—		—		—		(250)		$	(250)
Net income	—	—		—	—		—		6,433		—		44		$	6,477
Other comprehensive loss	—	—		—	—		—		—		(3,611)		—		$	(3,611)
Balance at December 31, 2020	120,750	$	1,202	2,196	$	(2,837)	$	582,197	$	(56,231)	$	(24,083)	$	1,713	$	501,961
Equity based compensation expense	—	—		—	—		3,214		—		—		—		$	3,214
Issuance of common stock, net	692	13		(532)	—		(21,377)		—		—		—		$	(21,364)
Dividends paid to non-controlling interest	—	—		—	—		—		—		—		(100)		$	(100)
Net income	—	—		—	—		—		5,036		—		46		$	5,082
Other comprehensive income	—	—		—	—		—		—		36,092		—		$	36,092
Balance at March 31, 2021	121,442	$	1,215	1,664	$	(2,837)	$	564,034	$	(51,195)	$	12,009	$	1,659	$	524,885
Equity based compensation expense	—	—		—	—		4,228		—		—		—		$	4,228
Issuance of common stock, net	395	4		—	—		5,630		—		—		—		$	5,634
Dividends paid to non-controlling interest	—	—		—	—		—		—		—		(100)		$	(100)
Net income	—	—		—	—		—		13,155		—		44		$	13,199
Other comprehensive loss	—	—		—	—		—		—		(2,667)		—		$	(2,667)
Balance at June 30, 2021	121,837	$	1,219	1,664	$	(2,837)	$	573,892	$	(38,040)	$	9,342	$	1,603	$	545,179

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Consolidated Statements of Changes in Cash Flows

(In thousands)

	Nine Months Ended June 30,
	2022		2021
Operating activities
Net income	$	31,025	$	24,758
Reconciliation of net income to cash flows provided by operating activities:
Depreciation and amortization	93,881		83,707
Amortization of deferred financing fees (includes $0 and $1,333 write off of deferred financing fees)	1,393		2,814
Deferred income taxes	1,332		994
Share-based compensation	16,339		10,461
(Gain) loss on sale of property, plant, and equipment	(684)		2,456
(Gain) loss on sale of business	(193)		193
Foreign currency exchange losses (gains) on intercompany loans and other non-cash items	11,235		(4,628)
Changes in assets and liabilities
Accounts receivable	3,222		18,931
Inventories	(44,566)		(18,261)
Contract assets	(30,092)		12,059
Prepaids and other current assets	(23,951)		(21,869)
Accounts payable	27,367		(10,587)
Accrued expenses and other liabilities	2,494		23,065
Contract liabilities	11,356		9,337
Income taxes	1,596		(2,489)
Other non‑current assets and liabilities	(14,820)		(28,083)
Net cash provided by operating activities	86,934		102,858
Investing activities
Purchase of property, plant, and equipment	(58,700)		(54,147)
Purchase of intangibles	(2,361)		(1,206)
Proceeds from sale of property, plant, and equipment	2,383		1,108
Proceeds from sale of business, net of cash of $0 and $0	356		897
Acquisitions, net of cash received $0 and $0	(206,471)		(21,059)
Net cash used in investing activities	(264,793)		(74,407)
Financing activities
Issuance of debt, net of deferred issuance costs	245,236		747,877
Repayment of debt	(64,007)		(837,082)
Repayment of finance lease obligation	(9,965)		(10,173)
Proceeds from issuance of common stock	7,921		18,096
Taxes paid related to net share settlements of share-based compensation awards	(6,274)		(1,315)
Distribution to non‑controlling interest	(100)		(450)
Net cash provided by (used in) financing activities	172,811		(83,047)
Effect of exchange rate changes on cash	(3,357)		3,119
Change in cash and cash equivalents	(8,405)		(51,477)
Cash and cash equivalents
Beginning of period	146,244		193,001
End of period	$	137,839	$	141,524

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Unaudited Supplemental Disclosure of Cash Flow Information

(In thousands)

	Nine Months Ended June 30,
	2022		2021
Supplemental disclosure of cash flow information
Cash paid for taxes	$	5,544	$	7,536
Cash paid for interest	$	19,076	$	20,643
Non‑cash investing and financing activities
Finance lease transactions	$	10,404	$	12,300
Operating lease transactions	$	18,482	$	11,699

See accompanying notes to these Unaudited Consolidated Financial Statements

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Evoqua Water Technologies Corp.

Notes to Unaudited Consolidated Financial Statements

(In thousands, except per share data)

1. Description of the Company and Basis of Presentation

Background

Evoqua Water Technologies Corp. (referred to herein as the “Company” or “EWT”) is a holding company and does not conduct any business operations of its own. The Company was incorporated on October 7, 2013. On November 6, 2017, the Company completed its initial public offering (“IPO”).

The Business

EWT provides a wide range of product brands and advanced water and wastewater treatment systems and technologies, as well as mobile and emergency water supply solutions and service contract options through its branch network. Headquartered in Pittsburgh, Pennsylvania, EWT is a multinational corporation with operations in the United States (“U.S.”), Canada, the United Kingdom (“UK”), the Netherlands, Germany, Australia, the People’s Republic of China, Singapore and India.

The Company is organizationally structured into two reportable operating segments for the purpose of making operational decisions and assessing financial performance: (i) Integrated Solutions and Services and (ii) Applied Product Technologies.

Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). All intercompany transactions have been eliminated. Unless otherwise specified, all dollar and share amounts in these notes are referred to in thousands.

The interim Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such SEC rules. We believe that the disclosures made are adequate to make the information presented not misleading. In our opinion, all adjustments considered necessary for a fair presentation of the financial statements have been included, and all adjustments are of a normal and recurring nature. We consistently applied the accounting policies described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, as filed with the SEC on November 17, 2021 (“2021 Annual Report”), in preparing these Unaudited Consolidated Financial Statements, with the exception of accounting standard updates described in Note 2, “Recent Accounting Pronouncements.” These Unaudited Consolidated Financial Statements should be read in conjunction with the audited financial statements and the notes included in our 2021 Annual Report. Certain prior period amounts have been reclassified to conform to the current period presentation.

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2. Recent Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which amends Accounting Standards Codification (“ASC”) 805 to require an acquirer to, at the date of acquisition, recognize and measure contract assets and contract liabilities acquired in accordance with ASU 2014-9, Revenue from Contracts with Customers (Topic 606) (“Topic 606”), as if the entity had originated the contracts, rather than adjust them to fair value at the acquisition date. The guidance is effective for fiscal years beginning after December 15, 2022 and is to be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently assessing the impact of adoption on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

Accounting Pronouncements Recently Adopted

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and also issued subsequent amendments to the initial guidance (collectively, “Topic 848”). Topic 848 became effective immediately and expires on December 31, 2022. Topic 848 allows eligible contracts that are modified to be accounted for as a continuation of those contracts, permits companies to preserve their hedge accounting during the transition period and enables companies to make a one-time election to transfer or sell held-to-maturity debt securities that are affected by rate reform. Topic 848 provides optional expedients and exceptions for contracts, hedging relationships and other transactions that reference the London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. The Company adopted Topic 848 during the nine months ended June 30, 2022 and the adoption did not have a material impact on the Company’s Unaudited Consolidated Financial Statements and related disclosures.

3. Variable Interest Entities

Treated Water Outsourcing (“TWO”) was a joint venture between the Company and Nalco Water, an Ecolab company (“Nalco”), in which the Company held a 50% partnership interest. The Company acquired the remaining partnership interest in TWO from Nalco on April 1, 2022. See Note 4, “Acquisitions and Divestitures” for further discussion. Prior to acquisition, the Company was obligated to absorb all risk of loss up to 100% of the joint venture partner’s equity. As such, the Company fully consolidated TWO as a variable interest entity (“VIE”) under ASC Topic No. 810, Consolidation.

The following provides a summary of TWO’s balance sheet as of September 30, 2021, and summarized financial information for the three and nine months ended June 30, 2021, and the nine months ended June 30, 2022. As a result of the acquisition of the remaining partnership interest in TWO on April 1, 2022, there is no summarized financial information for the three months ended June 30, 2022.

	September 30, 2021
Current assets (includes cash of $1,380)	$	3,202
Property, plant, and equipment	903
Goodwill	2,206
Total liabilities	(1,009)

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	Three Months Ended June 30,		Nine Months Ended June 30,
	2021		2022		2021
Total revenue	$	843	$	1,641	$	2,511
Total operating expenses	(748)		(1,440)		(2,217)
Income from operations	$	95	$	201	$	294

On October 1, 2019, the Company acquired a 60% investment position in San Diego-based Frontier Water Systems, LLC (“Frontier”). The Frontier acquisition was a VIE because it had insufficient equity to finance its activities due to key assets being assigned to the Company upon acquisition.  The Company was the primary beneficiary of Frontier because the Company had 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) obligated 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 Company acquired an additional 8% equity interest in Frontier in April 2021. On April 1, 2022, the Company purchased the remaining 32% outstanding equity in Frontier. See Note 4, “Acquisitions and Divestitures” for further discussion.

The following provides a summary of Frontier’s balance sheet as of September 30, 2021, and summarized financial information for the three and nine months ended June 30, 2021, and the nine months ended June 30, 2022. As a result of the acquisition of the remaining equity interest in Frontier on April 1, 2022, there is no summarized financial information for the three months ended June 30, 2022.

	September 30, 2021
Current assets (includes cash of $2,095)	$	12,495
Property, plant, and equipment	2,113
Goodwill	1,798
Intangible assets, net	8,265
Total liabilities	(9,425)

	Three Months Ended June 30,		Nine Months Ended June 30,
	2021		2022		2021
Total revenue	$	4,945	$	13,363	$	7,793
Total operating expenses	(4,448)		(12,135)		(8,587)
Income (loss) from operations	$	497	$	1,228	$	(794)

4. Acquisitions and Divestitures

Acquisitions support the Company’s strategy of delivering a broad solutions portfolio with robust technology across multiple geographies and end markets. The Company continues to evaluate potential strategic acquisitions of businesses, assets and product lines and believes that capex-like, tuck-in acquisitions present key opportunities within its overall growth strategy.

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On April 1, 2022, the Company acquired the remaining 32% interest in Frontier from the Minority Owners for a purchase price of $10,396, which the Company had accrued for as the Purchase Right as of March 31, 2022, making Frontier a wholly-owned subsidiary of the Company. This followed the Company’s initial acquisition of a 60% equity interest in Frontier in October 2019 and the Company’s acquisition of an additional 8% equity interest in Frontier in April 2021. The total amount paid for the acquisition of Frontier, including those amounts paid in prior periods, was $22,771.

Also on April 1, 2022, the Company acquired the remaining 50% partnership interest in TWO from Nalco for a purchase price of $1,099.

On December 20, 2021, the Company and its indirect wholly-owned subsidiaries Evoqua Water Technologies LLC (“EWT LLC”) and Evoqua Water Technologies Ltd. (together with EWT LLC, the “Buyer”) entered into an Asset Purchase Agreement (the “Agreement”) with Cantel Medical LLC, Mar Cor Purification, Inc., and certain of their affiliates (collectively, the “Sellers”), each wholly-owned subsidiaries of Steris plc, pursuant to which the Buyer agreed to acquire certain assets of the Sellers and assume certain liabilities of the Sellers that are owned or used or arise in connection with the global operation of the Sellers’ renal business (the “Mar Cor Business”) for an aggregate purchase price of $196,300 in cash at closing (the “Purchase Price”), subject to customary adjustments, including for working capital (the “Transaction”). On January 3, 2022, the Company completed the Transaction to acquire the Mar Cor Business for $194,976 paid in cash at closing, following adjustments. The Company utilized cash on hand and borrowed an additional $160,000 under the 2021 Revolving Credit Facility (as defined below) to fund the Transaction. The Mar Cor Business is included within the Integrated Solutions and Services segment.

The Purchase Price includes a $12,300 earn out, which is being held in escrow and will be paid, pro rata, to the Sellers if the Mar Cor Business meets certain sales performance goals through December 31, 2022 (the “Earn Out”). Any portion of the Earn Out not paid to the Sellers during the first year following closing of the Transaction will be returned to the Buyer. A Monte Carlo simulation was performed to determine the fair value of an Earn Out asset for the amount expected to be received back from escrow based on the forecasted achievement of the sales performance goals associated with the Earn Out as of the acquisition date. See Note 6, Fair Value Measurements, for further discussion. In addition, approximately $12,965 of the Purchase Price was placed into an escrow account, of which $9,815 is to secure general indemnification claims against the Sellers and $3,150 is for net working capital adjustments. During the nine months ended June 30, 2022, the Company incurred approximately $