Acquisitions

3 Months Ended

Oct. 31, 2019

Fiscal 2020

Hu-Friedy: On October 1, 2019, we purchased all of the issued and outstanding membership interests of Hu-Friedy Mfg. Co. LLC (“Hu-Friedy), for a total consideration (net of cash acquired), excluding acquisition-related costs, of $718,933, consisting of $658,933 of cash and $60,000 of stock consideration, plus contingent consideration, payable in cash, ranging from zero to a maximum of $50,000, which is payable upon the achievement of certain commercial milestones through March 31, 2021. Hu-Friedy is a leading global manufacturer of instruments and instrument reprocessing systems serving the dental industry, and is included in our Dental segment.

Fiscal 2019

Omnia: On February 1, 2019, we purchased all of the issued and outstanding stock of Omnia S.p.A. (“Omnia”), an Italian-based market leader in dental surgical consumables solutions, for total consideration (net of cash acquired), excluding acquisition-related costs, of $19,808, consisting of $16,598 of cash and $3,210 of stock consideration, plus additional earn-outs ranging from zero to a maximum of $5,800, which is payable upon the achievement of certain performance-based financial targets. Omnia’s business consists of a wide-ranging portfolio of sutures, irrigation tubing and customized dental surgical procedure kits, with a focus on procedure room set-up and cross-contamination prevention, and is included in our Dental segment.

CES business: On August 1, 2018, we acquired certain net assets of Stericycle Inc. related to its controlled environmental solutions business (“CES business”) for total cash consideration, excluding acquisition-related costs, of $17,047. The CES business is a leading provider of testing and certification, environmental monitoring and decontamination services for clean rooms and other controlled environments to ensure safety, regulatory compliance and quality control, and is included in our Life Sciences segment.

The following table presents our purchase price allocations of our material acquisitions:



	2020			2019
Purchase Price Allocation	Hu-Friedy			Omnia			CES Business⁽¹⁾
	(Preliminary)			(Preliminary)			(Final)
Purchase Price:
Cash paid	$	658,933		$	16,598		$	17,047
Fair value of contingent consideration	35,100			—			—
Common stock issued	60,000			3,210			—
Total	$	754,033		$	19,808		$	17,047

Allocation:
Property and equipment	38,571			1,285			539
Intangible assets:
Customer relationships	226,000			10,206			8,100
Technology	32,000			1,257			—
Brand names	112,000			1,600			—
Goodwill	276,483			11,340			6,137
Deferred income taxes	—			(2,346		)	—
Inventories	60,596			—			—
Other working capital	43,483			1,673			2,271
Contingent consideration	(35,100		)	—			—
Long-term debt	—			(5,207		)	—
Total	$	754,033		$	19,808		$	17,047

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(1)	The excess purchase price over net assets acquired was assigned to goodwill, all of which is deductible for income tax purposes.

Unaudited Pro Forma Summary of Operations

The following pro forma summary of operations presents our operations as if the Hu-Friedy acquisition had occurred as of the beginning of fiscal 2019. In addition to including the results of operations of this acquisition, the pro forma information gives effect to amortization of the step-up in inventory, depreciation of the step-up in property and equipment, the interest on additional borrowings, the amortization of intangible assets and the issuance of shares of common stock. On an actual basis, the Hu-Friedy acquisition contributed $18,725 to our consolidated net sales for the three months ended October 31, 2019.



	Three Months Ended October 31,
Pro Forma Summary of Operations	2019		2018
Net sales	$	296,454	$	279,428
Net income	$	952	$	19,619
Earnings per common share:
Basic	$	0.02	$	0.46
Diluted	$	0.02	$	0.46

The pro forma information presented above does not purport to be indicative of the results that actually would have been attained had the Hu-Friedy acquisition occurred as of the beginning of fiscal 2019.