ACQUISITIONS AND DISPOSITIONS

6 Months Ended

Jun. 30, 2022

ACQUISITIONS AND DISPOSITIONS

ACQUISITIONS AND DISPOSITIONS

3. ACQUISITIONS AND DISPOSITIONS

Acquisitions

The Company makes business acquisitions that align with its strategic business objectives. The assets and liabilities of acquired businesses are recorded in the Consolidated Balance Sheets at fair value as of their acquisition dates. The purchase price allocation is based on estimates of the fair value of assets acquired, liabilities assumed and consideration exchanged. Purchase consideration is reduced by the amount of cash or cash equivalents acquired. No acquisitions occurred during the first six months of 2022 and acquisitions during the first six months of 2021 were not significant to the Company’s consolidated financial statements; therefore, pro forma financial information is not presented.

During the first quarter of 2021, the Company acquired VanBaerle Hygiene AG (“VanBaerle”), a Switzerland-based business which sells cleaning products and related services to restaurants, long-term care facilities, hotels and laundries primarily for institutional applications. VanBaerle became part of the Global Institutional & Specialty reporting segment. Purchase accounting for the VanBaerle acquisition was finalized in the fourth quarter of 2021. The goodwill related to the acquisition of VanBaerle is not tax deductible.

Also, during the first quarter of 2021, the Company acquired TechTex Holdings Limited (“TechTex”), a U.K.-based business which sells wet and dry wipes and other nonwovens products primarily for life sciences and healthcare applications. TechTex became part of the Global Healthcare & Life Sciences reporting segment. Purchase accounting for the TechTex acquisition was finalized in the first quarter of 2022. The goodwill related to the acquisition of TechTex is not tax deductible.

There were no acquisitions during the second quarter of 2022 or 2021. The following table summarizes the acquisition date fair value of net assets acquired from the Company’s acquisitions during the first six months of 2022 and 2021:

	Six Months Ended
	June 30
(millions)	2022		2021
Net tangible assets (liabilities) acquired		$-		($2.4)
Identifiable intangible assets
Customer relationships		-		31.1
Trademarks		-		3.6
Other technology		-		1.5
Total intangible assets		-		36.2
Goodwill		-		59.0
Total aggregate purchase price		-		92.8
Acquisition-related liabilities and contingent consideration (a)		-		(4.4)
Net cash paid for acquisitions, including acquisition-related
liabilities and contingent consideration		$-		$88.4

(a) Subsequent to the acquisitions, $1.4 in contingent consideration was remitted to the seller during the first six months of 2021 and is included in investing activities on the Consolidated Statements of Cash Flows.

During the first six months of 2022, the Company recorded purchase accounting adjustments associated with the finalization of the purchase accounting for its acquisition of TechTex, as well as continued adjustment of its second half 2021 acquisitions of National Wiper Alliance, Inc. (“NWA”), EPN Water Col, Ltd (“EPN”), and Purolite. The purchase accounting of NWA, EPN and Purolite has not been finalized; purchase accounting will be finalized in the second half of 2022. As a result of these purchase accounting adjustments, the Company made $7.2 million of acquisition-related payments, acquisition related net liabilities increased by $7.1 million, definite-lived intangible assets decreased by $5.6 million, and goodwill increased by $19.9 million.

During the second quarter of 2021, the Company recorded purchase accounting adjustments associated with the finalization of the purchase accounting on its 2020 acquisitions. As a result of these purchase accounting adjustments, the acquisition related liabilities and goodwill recognized from those acquisition decreased by $0.9 million.

No intangible assets were acquired during the first six months of 2022. The weighted average useful life of identifiable intangible assets acquired during the first six months of 2021 was 13 years.