Acquisitions

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Acquisitions

Acquisitions

The Company did not complete any material acquisitions during the nine months ended September 30, 2019. Please refer to Note 1, "Basis of Presentation and Summary of Significant Accounting and Financial Reporting Policies" included in the 2018 Annual Report on Form 10-K for further discussion regarding the accounting treatment for business acquisitions.

Acquisitions Completed in 2018

Clydebridge Holdings Limited

On May 4, 2018, GCP acquired 100% of the outstanding capital stock of Clydebridge Holdings Limited which owns 100% of RIW Limited ("RIW"), a U.K.-based supplier of waterproofing solutions for commercial and residential construction applications. The acquisition has strengthened GCP’s position in the U.K. waterproofing market and has complemented its product portfolio within the SBM operating segment by adding waterproofing capabilities for a wider range of projects. The aggregate purchase price of $29.7 million, net of cash acquired of $10.0 million, consisted of a net cash payment of $29.8 million, which was reduced by working capital adjustments of $0.1 million. During the year ended December 31, 2018, the Company finalized certain closing adjustments with the seller and recorded a $0.2 million reduction in both consideration paid and inventories. During the three months ended March 31, 2019, the Company finalized the purchase price allocation.

The Company accounted for the acquisition as a business combination in accordance with provisions of ASC 805, Business Combinations. The operating results of RIW have been reflected in the results of operations for the SBM operating segment from the date of the acquisition. The fair values of assets acquired and liabilities assumed have been finalized as of September 30, 2019.

At the closing of the acquisition of RIW, a portion of the consideration was placed into escrow which was ascribed to the purchase price and will be released to the sellers no later than December 30, 2020. The escrow was related to the sellers’ satisfaction of indemnity claims and general representations and warranties. There were no amounts released from the escrow to the sellers as of September 30, 2019. Revenue and net income from RIW were not material to the Company's consolidated revenue and "Income (loss) from continuing operations" during the three and nine months ended September 30, 2019 and 2018. The Company did not present a proforma information summary for its consolidated results of operations for the three and nine months ended September 30, 2018 as if the acquisition of RIW occurred on January 1, 2017 because such results were not material.