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ACQUISITIONS

6 Months Ended

Jun. 30, 2024

ACQUISITIONS

ACQUISITIONS

4. ACQUISITIONS

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Acquisitions

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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 based on estimates of the fair value of assets acquired, liabilities assumed and noncontrolling interests acquired as of the acquisition date. Goodwill is recognized in the amount that the purchase consideration paid exceeds the fair value of the net assets acquired. Purchase consideration includes both cash paid and the fair value of noncash consideration exchanged, including stock and/or contingent consideration, and is reduced by the amount of cash or cash equivalents acquired.

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In May 2023, the Company acquired Chemlink Laboratories LLC, a U.S.-based producer of small format cleaning solutions. The Company made two other immaterial acquisitions during the second quarter of 2023. All three acquisitions became part of the Global Institutional & Specialty reporting segment. The purchase accounting for these acquisitions were finalized in the second quarter of 2024.

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In May 2024, the Company completed an immaterial acquisition which became part of the Global Pest Elimination reporting segment.

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The purchase accounting for this acquisition is preliminary and subject to change as the Company finalizes the valuation of intangible assets, income tax balances and working capital. The Company expects the goodwill arising from the acquisition to be tax deductible.

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No acquisitions occurred during the first quarter of 2024 or 2023. The following table summarizes the acquisition date fair value of net assets acquired from the Company’s acquisitions during the second quarter of 2024 and 2023:

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​	​	​	​	​	​	​	​	​
​	​	June 30
(millions)		2024			​	2023
Net tangible assets (liabilities) acquired	​	​	$0.1	​	​	​	$9.4	​
​	​	​	​	​	​	​	​	​
Identifiable intangible assets	​	​	​	​	​	​	​	​
Customer relationships		​	11.0	​	​	​	35.7	​
Trademarks		​	1.8	​	​	​	-	​
Other technology	​	​	1.6	​	​	​	21.6	​
Total intangible assets		​	14.4	​	​	​	57.3	​
​	​	​	​	​	​	​	​	​
Goodwill		​	22.8	​	​	​	38.7	​
Total aggregate purchase price		​	37.3	​	​	​	105.4	​
​	​	​	​	​	​	​	​	​
Acquisition-related liabilities and contingent consideration		​	(2.0)	​	​	​	(4.8)	​
Net cash paid for acquisitions, including acquisition-related	​	​	​	​	​	​	​	​
liabilities and contingent consideration	​	​	$35.3	​	​	​	$100.6	​

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During the first six months of 2024, the Company recorded adjustments associated with the finalization of the purchase accounting for its 2023 acquisitions. As a result of these purchase accounting adjustments, the Company made $3.5 million of acquisition-related payments, acquisition-related net liabilities decreased by $3.5 million, net tangible assets acquired decreased by $0.7 million, definite-lived intangible assets increased by $1.0 million, and goodwill decreased by $0.3 million.

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The weighted average useful life of identifiable intangible assets acquired during the first six months of 2024 and 2023 were 9 years and 12 years, respectively.

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- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Topic 805
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/805/tableOfContent

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- References

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