Acquisitions | Note 3. Acquisitions Fiscal 2016 North American Science Associates, Inc. On March 1, 2016, we acquired certain net assets of North American Science Associates, Inc.’s Sterility Assurance Monitoring Products division, a business with pre-acquisition adjusted annual revenues (unaudited) of approximately $5,700,000 (the “NAMSA Business”). The business manufactures a broad suite of high-quality biological and chemical indicators which are used to accurately monitor the effectiveness of sterilization processes primarily for manufacturers of medical device, life science and other products. The total consideration for the transaction, excluding acquisition-related costs, was $13,520,000, subje c t to a final net asset value adjustment . The NAMSA Acquisition is included in our Healthcare Disposables segment. The purchase price was preliminarily allocated to the assets acquired and assumed liabilities based on estimated fair values as follows: Preliminary Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (10 - year weighted average life): Customer relationships (10 - year life) Technology (8 - year life) Current liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $3,713,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes, is included in our Healthcare Disposables segment. The principal reasons for the NAMSA Acquisition were (i) the ability to broaden our Healthcare Disposable segment’s presence into the industrial market, (ii) the opportunity to cross-sell our existing Healthcare Disposable products, (iii) the strategic benefit and cost savings to our overall sterility assurance monitoring business, (iv) to enhance our new product development and overall research and development capabilities and (v) the expectation that the acquisition will be accretive to our earnings per share (“EPS”) in fiscal 2017 and beyond. The NAMSA Business is included in our results of operations for the portion of three and nine months ended April 30, 2016 subsequent to its acquisition date and is not included in the three and nine months ended April 30, 2015. This acquisition did not have a significant effect on our consolidated results of operations in the three and nine months ended April 30, 2016 due to the size of the acquisition in relation to our overall consolidated results of operations. Medical Innovations Group Holdings Limited On September 14, 2015, we acquired all of the issued and outstanding stock of MI, a private company with pre-acquisition annual revenues (unaudited) of approximately $28,500,000 providing specialized endoscopy medical devices and products primarily in the United Kingdom (the “MI Business”). Principal products of MI include proprietary short-term and long-term endoscope transport and storage systems, a comprehensive range of endoscopic consumable accessories, OEM mobile medical carts, as well as specialized products for patient warming and patient transfer. With an employee base of approximately 100 individuals, including a complete sales organization and a manufacturing facility in Southend-on-Sea, England, the addition of MI complements our existing endoscopy business in the United States, the United Kingdom and other global markets. The MI Business is included in our Endoscopy segment. The total consideration for the transaction, excluding acquisition-related costs, was $79,597,000 , net of an estimated $212,000 net asset value adjustment to be paid by the sellers, subject to finalization. The purchase price was preliminarily allocated to the assets acquired and assumed liabilities based on estimated fair values as follows: Preliminary Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (15 - year weighted average life): Customer relationships (17 - year life) Technology (10 - year life) Brand names (12 - year life) Current liabilities Deferred income tax liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $39,513,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Endoscopy segment. The principal reasons for the MI Acquisition were (i) the global expansion of our infection prevention and control product offerings in Endoscopy, (ii) the opportunity to sell our existing endoscopy products to MI’s installed base, (iii) the ability to combine the MI sales force with our existing United Kingdom organization to create what we believe will be a dominant UK sales force in endoscopy product sales and service, (iv) to achieve cost savings through various operating synergies, (v) the ability to leverage our direct sales force to accelerate the growth of MI products in the U.S. and various international markets, and (vi) the expectation that the acquisition will be accretive to our EPS in fiscal 2017 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The MI Acquisition is included in our results of operations for the three months ended April 30, 2016 and the portion of the nine months ended April 30, 2016 subsequent to its acquisition date, and is not reflected in the three and nine months ended April 30, 2015. Fiscal 2015 DentaPure On February 20, 2015, we purchased all of the issued and outstanding stock of MRLB, a private company with pre-acquisition annual revenues (unaudited) of approximately $2,300,000 , to obtain the DentaPure® product line. The DentaPure product line is a proprietary, iodinated resin filter cartridge system used by dentists to maintain safe water quality in dental unit waterlines. It has been integrated into our Crosstex product portfolio. The DentaPure Business is included in our Healthcare Disposables segment. The total consideration for the transaction was $9,980,000 , excluding acquisition-related costs. The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows: Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (10 - year weighted average life): Customer relationships (10 - year life) Technology (10 - year life) Brand names (10 - year life) Current liabilities Deferred income tax liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $6,104,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Healthcare Disposables segment. The principal reasons for the DentaPure Acquisition were to (i) leverage the sales and marketing infrastructure of our Healthcare Disposables business by adding a branded, technologically differentiated, proprietary product line, (ii) strengthen our leadership position in a rapidly growing area of infection prevention and control, (iii) add a new product line that will provide for opportunities to cross-sell to biological monitoring customers and expand our waterline disinfection products and (iv) the expectation that the acquisition will be accretive to our EPS in fiscal 2016 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The DentaPure Business is included in our results of operations for the three and nine months ended April 30, 2016 and the portion of the three and nine months ended April 30, 2015 subsequent to its acquisition date. This acquisition did not have a significant effect on our consolidated results of operations in the three and nine months ended April 30, 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. Pure Water Solutions, Inc. On January 1, 2015, we purchased substantially all of the net assets of PWS, a private company based out of Ridgeland, Mississippi with pre-acquisition annual revenues (unaudited) of approximately $8,000,000 that provides water treatment services for commercial and industrial, laboratory and medical customers. The PWS Business is included in our Water Purification and Filtration segment. The total consideration for the transaction, excluding acquisition-related costs, was $11,835,000 . The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows: Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (12 - year weighted average life): Customer relationships (12 - year life) Brand names (1 - year life) Other assets Current liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $2,965,000 was assigned to goodwill. Such goodwill, all of which is deductible for income tax purposes, is included in our Water Purification and Filtration segment. The principal reasons for the PWS Acquisition were (i) to strengthen our sales and service business by adding PWS’s strategic southeastern United States market presence to enable us to better serve our national customers, (ii) to further expand our business into the commercial, laboratory and research segments and (iii) the expectation that the acquisition will be accretive to our EPS in fiscal 2016 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The PWS Business is included in our results of operations for the three and nine months ended April 30, 2016, the three months ended April 30, 2015 and the portion of the nine months ended April 30, 2015 subsequent to its acquisition date. This acquisition did not have a significant effect on our consolidated results of operations for the three and nine months ended April 30, 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. International Medical Service S.r.l. On November 3, 2014, we acquired all of the issued and outstanding stock of IMS, a privately owned company in Italy with pre-acquisition annual revenues (unaudited) of approximately $13,500,000 that manufactures and sells automated endoscope reprocessors (“AERs”), high-level disinfectant chemistries used in AERs, other infection prevention and control chemistries used in healthcare and dental markets, as well as technical service. The IMS Business is included in our Endoscopy segment. The total consideration for the transaction, excluding acquisition-related costs, was $24,610,000 , which includes assumed debt of $2,498,000 , a significant portion of which was subsequently repaid. The purchase price was allocated to the assets acquired and assumed liabilities based on estimated fair values as follows: Final Net Assets Allocation Current assets $ Property, plant and equipment Amortizable intangible assets (9 - year weighted average life): Customer relationships (9 - year life) Technology (9 - year life) Other assets Current liabilities Deferred income tax liabilities Other long-term liabilities Net assets acquired $ There were no in-process research and development projects acquired in connection with the acquisition. The excess purchase price of $11,133,000 was assigned to goodwill. Such goodwill, none of which is deductible for income tax purposes, is included in our Endoscopy segment. Following the acquisition, we changed the name of IMS to Cantel Medical (Italy) S.r.l. The principal reasons for the IMS Acquisition were (i) to add a high quality manufacturing facility in Europe, (ii) the expansion of our product offerings with a broader range of advanced endoscope reprocessing equipment suitable for various international markets, (iii) the opportunity to transition our existing Italy business from a distribution model to a direct sales model, (iv) the opportunity to leverage IMS’s chemistry manufacturing capabilities to enhance and expand our existing product portfolio while reducing freight and logistics expenses related to the export of chemistries from the United States, (v) the ability to expand our footprint and infrastructure in Europe and (vi) the expectation that the acquisition will be accretive to our EPS in fiscal 2016 and beyond. Such reasons constitute the significant factors that contributed to a purchase price that resulted in recognition of goodwill. The IMS Business is included in our results of operations for the three and nine months ended April 30, 2016, the three months ended April 30, 2015 and the portion of the nine months ended April 30, 2015 subsequent to its acquisition date. The IMS Business did not have a significant effect on our consolidated results of operations for the three and nine months ended April 30, 2016 and 2015 due to the size of the business in relation to our overall consolidated results of operations. |