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Acquisitions | 6 Months Ended
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Jun. 30, 2022
Business Combinations [Abstract] |
Acquisitions | Acquisitions All of the Company’s acquisitions of businesses have been accounted for under ASC 805, Business Combinations. Accordingly, the assets and liabilities of the acquired companies, after adjustments to reflect the fair values assigned to assets and liabilities, have been included in the Company’s Condensed Consolidated Financial Statements from their respective dates of acquisition. The results of operations of ABEL Pumps, L.P. and certain of its affiliates (“ABEL”), Airtech Group, Inc., US Valve Corporation and related entities (“Airtech”), Nexsight, LLC and its businesses Envirosight, WinCan, MyTana and Pipeline Renewal Technologies (“Nexsight”) and KZ CO. (“KZValve”) have been included in the Company’s Condensed Consolidated Financial Statements since the dates of acquisition on March 10, 2021, June 14, 2021, February 28, 2022 and May 2, 2022, respectively. Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s Condensed Consolidated Financial Statements individually or in the aggregate. 2022 Acquisitions Nexsight On February 28, 2022, the Company acquired Nexsight in a partial stock and asset acquisition. Nexsight complements and creates synergies with the Company’s existing iPEK and ADS business units that design and create sewer crawlers, inspection and monitoring systems and software applications that allow teams to identify, anticipate and correct wastewater system issues remotely. Headquartered in Randolph, New Jersey, Nexsight operates in the Company’s Water reporting unit within the Fluid & Metering Technologies (“FMT”) segment. Nexsight was acquired for cash consideration of $114.7 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $58.3 million and $49.8 million, respectively. The goodwill is partially deductible for tax purposes. The Company made a preliminary allocation of the purchase price for the Nexsight acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the measurement period. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total
Current assets, net of cash acquired | $ | 16.6 |
Property, plant and equipment | 2.0 |
Goodwill | 58.3 |
Intangible assets | 49.8 |
Other noncurrent assets | 4.4 |
Total assets acquired | 131.1 |
Current liabilities | (11.1) |
Deferred income taxes | (1.0) |
Other noncurrent liabilities | (4.3) |
Net assets acquired | $ | 114.7 |
Acquired intangible assets consist of trade names, customer relationships and software. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business. The acquired intangible assets and weighted average amortization periods are as follows:
| Total |  | Weighted Average Life
Trade names | $ | 13.5 |  |  | 15
Customer relationships | 31.5 |  |  | 10
Software | 4.8 |  |  | 5
Acquired intangible assets | $ | 49.8 |  |  |
KZValve On May 2, 2022, the Company acquired KZValve in an asset acquisition. KZValve is a leading manufacturer of electric valves and controllers used primarily in agricultural applications. KZValve will augment and expand IDEX’s agricultural portfolio, complementing Banjo’s current fluid management solutions for these applications. Headquartered in Greenwood, Nebraska, KZValve operates in the Company’s Agriculture reporting unit within the FMT segment. KZValve was acquired for cash consideration of $120.2 million. The entire purchase was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $56.6 million and $52.0 million, respectively. The goodwill is deductible for tax purposes. The Company made a preliminary allocation of the purchase price for the KZValve acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. As the Company continues to obtain additional information about these assets and liabilities, including intangible asset appraisals, inventory valuation and accrued expenses, and continues to integrate the newly acquired business, the Company will refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company will continue to make required adjustments to the purchase price allocation prior to the completion of the measurement period. The preliminary allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total
Current assets, net of cash acquired | $ | 9.7 |
Property, plant and equipment | 1.8 |
Goodwill | 56.6 |
Intangible assets | 52.0 |
Deferred income taxes | 0.1 |
Other noncurrent assets | 1.0 |
Total assets acquired | 121.2 |
Current liabilities | (1.0) |
Net assets acquired | $ | 120.2 |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business. The acquired intangible assets and weighted average amortization periods are as follows:
| Total |  | Weighted Average Life
Trade names | $ | 7.5 |  |  | 15
Customer relationships | 36.0 |  |  | 13
Unpatented technology | 8.5 |  |  | 10
Acquired intangible assets | $ | 52.0 |  |  |
The Company incurred $1.7 million and $2.6 million of acquisition-related transaction costs during the three and six months ended June 30, 2022, respectively. These costs were recorded in Selling, general and administrative expenses and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company also recorded $0.1 million and $0.3 million of fair value inventory step-up charges associated with the completed 2022 acquisitions of Nexsight and KZValve, respectively, in Cost of sales during the three and six months ended June 30, 2022. 2021 Acquisitions ABEL On March 10, 2021, the Company acquired the stock of ABEL. ABEL designs and manufactures highly engineered reciprocating positive displacement pumps for a variety of end markets, including mining, marine, power, water, wastewater and other general industries. Headquartered in Büchen, Germany, with sales and service locations in Madrid, Spain, and subsequent to the acquisition, with operations in Mansfield, Ohio, ABEL operates in the Company’s Pumps reporting unit within the FMT segment. ABEL was acquired for cash consideration of $106.3 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $42.7 million and $46.0 million, respectively. The goodwill is not deductible for tax purposes. The Company finalized the allocation of the purchase price for the ABEL acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total
Current assets, net of cash acquired | $ | 18.1 |
Property, plant and equipment | 4.0 |
Goodwill | 42.7 |
Intangible assets | 46.0 |
Deferred income taxes | 2.6 |
Other noncurrent assets | 0.1 |
Total assets acquired | 113.5 |
Current liabilities | (7.1) |
Other noncurrent liabilities | (0.1) |
Net assets acquired | $ | 106.3 |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business. The acquired intangible assets and weighted average amortization periods are as follows:
| Total |  | Weighted Average Life
Trade names | $ | 9.0 |  |  | 15
Customer relationships | 30.0 |  |  | 13
Unpatented technology | 7.0 |  |  | 11
Acquired intangible assets | $ | 46.0 |  |  |
Airtech On June 14, 2021, the Company acquired the stock of Airtech. Airtech designs and manufactures a wide range of highly-engineered pressure technology products, including vacuum pumps, regenerative blowers, compressor systems and valves for a variety of end markets, including alternative energy, food processing, medical, packaging and transportation. Headquartered in Rutherford, New Jersey, with primary manufacturing operations in Werneck, Germany and Shenzhen, China, Airtech operates in the Company’s Performance Pneumatic Technologies reporting unit within the Health & Science Technologies (“HST”) segment. Airtech was acquired for cash consideration of $471.0 million. The entire purchase price was funded with cash on hand. Goodwill and intangible assets recognized as part of this transaction were $268.5 million and $202.3 million, respectively. The goodwill is not deductible for tax purposes. The Company finalized the allocation of the purchase price for the Airtech acquisition as of the acquisition date based on its understanding of the fair value of the acquired assets and assumed liabilities. These nonrecurring fair value measurements are classified as Level 3 in the fair value hierarchy. The final allocation of the purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:
| Total
Current assets, net of cash acquired | $ | 45.3 |
Property, plant and equipment | 4.8 |
Goodwill | 268.5 |
Intangible assets | 202.3 |
Other noncurrent assets | 10.2 |
Total assets acquired | 531.1 |
Current liabilities | (11.8) |
Deferred income taxes | (39.9) |
Other noncurrent liabilities | $ | (8.4) |
Net assets acquired | $ | 471.0 |
Acquired intangible assets consist of trade names, customer relationships and unpatented technology. The goodwill recorded for the acquisition reflects the strategic fit, revenue and earnings growth potential of this business. The acquired intangible assets and weighted average amortization periods are as follows:
| Total |  | Weighted Average Life
Trade names | $ | 15.4 |  |  | 15
Customer relationships | 162.9 |  |  | 13
Unpatented technology | 24.0 |  |  | 11
Acquired intangible assets | $ | 202.3 |  |  |
The Company incurred $2.3 million and $3.7 million of acquisition-related costs during the three and six months ended June 30, 2021, respectively. These costs were recorded in Selling, general and administrative expenses and were related to completed transactions, pending transactions and potential transactions, including transactions that ultimately were not completed. The Company also recorded a fair value inventory step-up charge associated with the completed 2021 acquisition of ABEL in Cost of sales, of which $1.8 million was recorded during the three months ended June 30, 2021 and $2.5 million was recorded during the six months ended June 30, 2021.

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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://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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