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Acquisitions (Tables) | 9 Months Ended
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Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Schedule of Purchase Price Included the Forms of Consideration | Total purchase consideration was as follows:
Cash | $ | 66.9 |
Contingent consideration (a) | 2.9 |
Total purchase consideration | 69.8 |
Less: cash acquired | (7.1) |
Total purchase consideration, net of cash acquired | 62.7 |
Noncontrolling interest as of September 30, 2024 | 24.9 |
Fair value of net assets acquired | $ | 87.6 |
(a) The Company agreed to a cash earnout due to certain former shareholders of Vectron based on the achievement against certain operational metrics through 2027. The actual earn out can range between zero and €7.0 million. The fair value of the earnout was included in the initial purchase consideration and will be revalued and recorded quarterly until the end of the earnout period as a fair value adjustment within “Revaluation of contingent liabilities” in the Company’s unaudited Condensed Consolidated Statements of Operations. As of September 30, 2024, the fair value of the earnout was $3.1 million, which is recognized in “Other noncurrent liabilities” on the Company’s unaudited Condensed Consolidated Balance Sheets.
Total purchase consideration was as follows:
Cash | $ | 255.3 |
Total purchase consideration | 255.3 |
Less: cash acquired | (10.0) |
Total purchase consideration, net of cash acquired | $ | 245.3 |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary area of preliminary purchase price allocation subject to change relates to the valuation of accounts receivable, prepaid expenses and other current assets, other intangible assets, accounts payable, accrued expenses and other current liabilities, and residual goodwill.
Accounts receivable | $ | 8.2 |
Inventory | 3.5 |
Prepaid expenses and other current assets | 6.3 |
Goodwill (a) | 80.8 |
Other intangible assets | 30.0 |
Property, plant and equipment, net | 1.5 |
Right-of-use assets | 8.9 |
Other noncurrent assets | 2.5 |
Accounts payable | (4.3) |
Accrued expenses and other current liabilities | (6.5) |
Deferred revenue | (4.6) |
Current lease liabilities | (1.2) |
Deferred tax liabilities | (11.4) |
Noncurrent lease liabilities | (7.9) |
Other noncurrent liabilities (b) | (18.2) |
Net assets acquired | $ | 87.6 |
(a) Goodwill is not deductible for tax purposes.
(b) In connection with the Company’s majority stake in Vectron and due to Vectron’s acquisition of Acardo Group AG (“Acardo”) in December 2022, the Company became party to an earnout agreement with certain former shareholders of Acardo. The earnout is payable in multiple tranches, with up to €25.0 million payable in 2026. This amount is based on a multiple of the average of Acardo’s earnings before interest and taxes (“EBIT”) achieved in 2024 and 2025. Additionally, a percentage of Acardo’s net income for fiscal years 2023, 2024 and 2025 are payable in 2024, 2025 and 2026, respectively. Each portion of the earnout is expected to be paid in cash. The fair value of the earnout was included in the initial purchase consideration and will be revalued quarterly until the end of the earnout period as a fair value adjustment within “Revaluation of contingent liabilities” in the Company’s unaudited Condensed Consolidated Statements of Operations. As of September 30, 2024, the fair value of the earnout was $15.1 million, which was recognized in “Other noncurrent liabilities” on the Company’s unaudited Condensed Consolidated Balance Sheets.
The following table summarizes the fair value assigned to the assets acquired and liabilities assumed at the acquisition date. These amounts reflect various preliminary fair value estimates and assumptions, and are subject to change within the measurement period as valuations are finalized. The primary area of preliminary purchase price allocation subject to change relates to the valuation of accounts receivable, prepaid expenses and other current assets, other intangible assets, accounts payable, accrued expenses and other current liabilities, and residual goodwill.
Accounts receivable | $ | 8.7 |
Inventory | 1.8 |
Prepaid expenses and other current assets | 4.3 |
Right-of-use assets | 1.5 |
Goodwill (a) | 123.9 |
Other intangible assets | 118.9 |
Deferred tax assets | 7.9 |
Other noncurrent assets | 0.3 |
Accounts payable | (6.5) |
Accrued expenses and other current liabilities | (7.8) |
Deferred revenue | (6.1) |
Current lease liabilities | (0.6) |
Noncurrent lease liabilities | (1.0) |
Net assets acquired | $ | 245.3 |
(a) Goodwill is not deductible for tax purposes.

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Paragraph 1 -Section 50 -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-1 + Details
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