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ACQUISITIONS AND DISPOSITIONS
3 Months Ended
Mar. 31, 2018
ACQUISITIONS AND DISPOSITIONS  
ACQUISITIONS AND DISPOSITIONS

3. ACQUISITIONS AND DISPOSITIONS

 

Acquisitions

 

The Company makes acquisitions that align with its strategic business objectives. The assets and liabilities of the acquired entities have been recorded as of the acquisition date, at their respective fair values, and are included in the Consolidated Balance Sheet. The purchase price allocation is based on estimates of the fair value of assets acquired and liabilities assumed. The aggregate purchase price of acquisitions has been reduced for any cash or cash equivalents acquired with the acquisition. Acquisitions during the first three months of 2018 and 2017 were not significant to the Company’s consolidated financial statements; therefore, pro forma financial information is not presented.

 

Anios Acquisition

 

On February 1, 2017, the Company acquired Anios for total consideration of $798.3 million, including satisfaction of outstanding debt. Anios had annualized pre-acquisition sales of approximately $245 million and is a leading European manufacturer and marketer of hygiene and disinfection products for the healthcare, food service, and food and beverage processing industries. Anios provides an innovative product line that expands the solutions the Company is able to offer, while also providing a complementary geographic footprint within the healthcare market. During 2016, the Company deposited €50 million in an escrow account that was released back to the Company upon closing of the transaction in February 2017.  

 

The Company incurred certain acquisition and integration costs associated with the transaction that were expensed and are reflected in the Consolidated Statement of Income. See Note 2 for additional information related to the Company’s special (gains) and charges related to such activities.

 

The components of the cash paid for Anios are shown in the following table.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(millions)

 

2017

 

 

 

 

Tangible assets

 

 

$139.8

 

 

 

 

 

Identifiable intangible assets

 

 

 

 

 

 

 

 

Customer relationships

 

 

252.0

 

 

 

 

 

Trademarks

 

 

65.7

 

 

 

 

 

Other technology

 

 

16.1

 

 

 

 

 

Total assets acquired

 

 

473.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

511.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

187.0

 

 

 

 

 

Total consideration transferred

 

 

798.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt repaid upon close

 

 

192.8

 

 

 

 

 

Net consideration transferred to sellers

 

 

$605.5

 

 

 

 

 

 

Tangible assets are primarily comprised of accounts receivable of $64.8 million, property, plant and equipment of $24.7 million and inventory of $29.1 million. Liabilities primarily consist of deferred tax liabilities of $102.3 million and current liabilities of $62.5 million.

 

Customer relationships, trademarks, and other technology are being amortized over weighted average lives of 20,  17, and 11 years, respectively.

 

Goodwill of $511.7 million arising from the acquisition consists largely of the synergies and economies of scale expected through adding complementary geographies and innovative products to the Company’s healthcare portfolio. The goodwill was allocated to the Institutional, Healthcare, and Specialty operating segments within the Global Institutional reportable segment and the Food & Beverage and Life Sciences operating segments within the Global Industrial reportable segment. None of the goodwill recognized is expected to be deductible for income tax purposes. The purchase price allocation was completed during the fourth quarter of 2017.

 

Other Acquisitions

 

During the first quarter of 2018, the Company paid $76.5 million for acquisitions, of which $47.3 million was attributed to certain identifiable intangible assets. The weighted average useful life of these identifiable intangible assets acquired was 11 years.

 

Excluding the Anios acquisition, during the first quarter of 2017, the Company paid $28.0 million for acquisitions, of which $18.4 million was attributed to certain identifiable intangible assets. The weighted average useful life of these identifiable intangible assets acquired was 12 years. Additionally, there were insignificant purchase price adjustments related to prior year acquisitions.

 

Dispositions

 

There were no significant business dispositions during the first quarter of 2018, and there were no business dispositions in the first quarter of 2017. In November 2017, the Company completed the sale of its Equipment Care business to a third party. Annualized Equipment Care sales were approximately $180 million and were included in the Other segment.