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Acquisitions | 3 Months Ended
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Mar. 31, 2024
Business Combinations [Abstract] |
Acquisitions | 6. Acquisitions The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes. 2024 In the three months ending March 31, 2024, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for certain of the 2024 acquisitions (in millions):
|  | Chemspeed Technologies AG |  | Spectral Instruments Imaging LLC |  | Nion, LLC |  | Other |  | Total |
Segment |  | BSI BBIO |  | BSI BBIO |  | BSI NANO |  | Various |  |  |
Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |
Cash paid |  | $ | 175.4 |  | $ | 29.0 |  | $ | 37.4 |  | $ | 39.8 |  | $ | 281.6 |
Cash acquired |  |  | (0.6 | ) |  | (1.5 | ) |  | (5.0 | ) |  | (1.1 | ) |  | (8.2 | )
Fair value of contingent consideration |  |  | — |  |  | 0.9 |  |  | 10.5 |  |  | 2.0 |  |  | 13.4 |
Working capital adjustment |  |  | — |  |  | 0.9 |  |  | (0.3 | ) |  | 1.2 |  |  | 1.8 |
Total consideration transferred, net of cash acquired |  | $ | 174.8 |  | $ | 29.3 |  | $ | 42.6 |  | $ | 41.9 |  | $ | 288.6 |
Allocation of Consideration Transferred: |  |  |  |  |  |  |  |  |  |  |
Accounts receivable |  | $ | 6.1 |  | $ | 1.5 |  | $ | 0.3 |  | $ | 1.1 |  | $ | 9.0 |
Inventories |  |  | 34.4 |  |  | 3.4 |  |  | 23.2 |  |  | 2.8 |  |  | 63.8 |
Other current assets |  |  | 1.4 |  |  | — |  |  | — |  |  | 1.1 |  |  | 2.5 |
Property, plant and equipment |  |  | 1.8 |  |  | — |  |  | 0.5 |  |  | 0.4 |  |  | 2.7 |
Other assets |  |  | 17.3 |  |  | 0.9 |  |  | 2.2 |  |  | 6.7 |  |  | 27.1 |
Intangible assets: |  |  |  |  |  |  |  |  |  |  |
Technology |  |  | 29.7 |  |  | 9.0 |  |  | 9.2 |  |  | 15.4 |  |  | 63.3 |
Customer relationships |  |  | 54.5 |  |  | 2.5 |  |  | 2.6 |  |  | 0.6 |  |  | 60.2 |
Backlog |  |  | 8.4 |  |  | — |  |  | 4.9 |  |  | — |  |  | 13.3 |
Trade name |  |  | 4.9 |  |  | 0.3 |  |  | 1.1 |  |  | 0.8 |  |  | 7.1 |
Goodwill |  |  | 118.7 |  |  | 14.1 |  |  | 27.1 |  |  | 23.2 |  |  | 183.1 |
Liabilities assumed |  |  | (102.4 | ) |  | (2.4 | ) |  | (28.5 | ) |  | (10.2 | ) |  | (143.5 | )
Total consideration allocated |  | $ | 174.8 |  | $ | 29.3 |  | $ | 42.6 |  | $ | 41.9 |  | $ | 288.6 |
Chemspeed Technologies, AG On March 6, 2024, the Company acquired 100% of the outstanding share capital of Chemspeed Technologies AG and its wholly owned subsidiaries Chemspeed Technologies, Inc., Chemspeed Technologies, Ltd., and Chemspeed Technologies, GmbH, (collectively hereinafter “Chemspeed”) for cash consideration of $154.7 million CHF (approximately $175.4 million). Chemspeed provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Chemspeed is domiciled in Füllinsdorf, Switzerland and was integrated into the BSI BBIO Segment. The Company has recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available to us as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of the consideration transferred during the measurement period, which is no later than one year from acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is ten years for the trade name, eight years for the developed technology and fifteen years for the customer relationships. The Company expects to amortize backlog through the end of 2025. Results of acquired operations of Chemspeed The results of the acquired operations of Chemspeed have been included in the consolidated financial statements of the Company since its acquisition date of March 6, 2024. For the period from March 6, 2024 through March 31, 2024, Chemspeed had total revenues of $4.1 million and pre-tax net loss of $ 0.7 million. The tax effect on the Company of pre-tax net losses incurred by Chemspeed will be included in the related jurisdictional tax returns of its subsidiaries. Acquisition-related expenses incurred in connection with the Chemspeed acquisition were not material. These expenses primarily include legal and professional services. These acquisition-related expenses were recorded within Other Charges, Net in the consolidated statement of operations. Supplemental Pro Forma Information (unaudited) The supplemental pro forma financial information presented below is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. The following supplemental pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the Company's combination with Chemspeed had been completed on January 1, 2023 and January 1, 2024, does not reflect synergies that might have been achieved as a result of the combination, and is not indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances.
|  | March 31, 2023 |  |  | March 31, 2024 |
|  | Before Adjustments |  |  | Pro forma Adjustments |  |  | After Adjustments |  |  | Before Adjustments |  |  | Pro forma Adjustments |  |  | After Adjustments |
Revenue |  | $ | 690.3 |  |  | $ | — |  |  | $ | 690.3 |  |  | $ | 722.9 |  |  | $ | — |  |  | $ | 722.9 |
Net (loss) income |  | $ | 74.4 |  |  | $ | (3.0 | ) |  | $ | 71.4 |  |  | $ | 47.0 |  |  | $ | (1.1 | ) |  | $ | 45.9 |
The supplemental pro forma financial information reflects pro forma adjustments which primarily include: • A net increase in amortization expense of tangible and intangible assets which are assumed to be recorded at their assigned fair values as of January 1, 2023. • The related income tax effects of the adjustments noted above were not material. Spectral Instruments Imaging, LLC On February 1, 2024, the Company acquired 100% of the outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”) for cash consideration of $29.0 million, subject to a net working capital adjustment, and additional consideration of up to $10 million if certain revenue and EBITDA targets are met through 2025. Spectral manufactures preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists. Spectral is domiciled in Tucson, Arizona and was integrated into the BSI BBIO Segment. The Company completed its provisional fair value allocation subject to the final net working capital adjustment. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is six years for the technology and fourteen years for the customer relationships. The fair value of the trade name was n ot material and was expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and this acquisition have not been included as the revenues and expenses were not material. Nion, LLC On January 2, 2024, the Company acquired 100% of the outstanding share capital of Nion, LLC (“Nion”) for cash consideration of $37.4 million, subject to a net working capital adjustment and additional consideration of up to $23.0 million if certain revenue and non-revenue milestones are achieved through 2026. A portion of the contingent consideration is linked to the continued employment of selected employees which represents post combination services. As such, these amounts will be recognized as compensation expense in the consolidated statement of operations over the service period. Nion designs and manufacturers high-end electron-optical instruments with diverse application to the needs of its customers. Nion is domiciled in Kirkland, Washington and was integrated into the BSI NANO Segment. The Company completed its provisional fair value allocation subject to the final net working capital adjustment. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is seven years for the technology and the trade name, and fifteen years for the customer relationships. Backlog will be amortized through the fourth quarter of 2027. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and this acquisition have not been included as the revenues and expenses were not material. Other 2024 Acquisitions In the three months ended March 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The Company completed its provisional fair value allocations of these other wholly owned acquisitions subject to the final net working capital adjustment for certain of these acquisitions. The fair values of these identifiable intangible assets have been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisitions, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is seven to eleven years for the technology. The fair values of the trade name and customer relationships were not material and were expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and these acquisitions have not been included as the revenues and expenses were not material. The following table reflects the consideration transferred and the respective reporting segment for the acquisition (in millions):
Name of Acquisition |  | Date Acquired |  | Segment |  | Total Consideration, net of Cash Acquired |  |  | Cash Consideration |
Phasefocus Holdings Limited |  | March 1, 2024 |  | BSI NANO |  | $ | 6.3 |  |  | $ | 6.4 |
Nanophoton Corporation |  | February 5, 2024 |  | BSI CALID |  | $ | 13.3 |  |  | $ | 10.8 |
Tornado Spectral Systems, Inc. |  | January 1, 2024 |  | BSI CALID |  | $ | 22.3 |  |  | $ | 22.6 |
|  |  |  |  |  | $ | 41.9 |  |  | $ | 39.8 |
2024 Minority and Equity-method investments During the three months ended March 31, 2024, the Company also completed a minority investment. The investment is accounted for under the alternative measurement, and as such, the investment value also represents the carrying value at March 31, 2024. The following table reflects the consideration transferred for the investments (in millions):
Name |  | Financial Statement Classification |  | Date Acquired |  | Total Consideration |  |  | Cash Consideration |
Other Investments |  | Other long-term assets |  | February 22, 2024 |  | $ | 10.0 |  |  | $ | 10.0 |
|  |  |  |  |  | $ | 10.0 |  |  | $ | 10.0 |
In the three months ended March 31, 2024, the Company did not record any realized gains or unrealized gains related to its minority investments and did not recognize any impairment charges related to its minority investments. Subsequent Events - Acquisitions On April 30, 2024, the Company completed the acquisition of 100% of the issued and outstanding securities of Tecfin S.à r.l. which does business as ELITechGroup (“ELITechGroup”) for a base purchase price of EUR 864 million (approximately $923 million). ELITechGroup’s subsidiaries are active in the molecular diagnostics, microbiology and biomedical testing equipment fields. On May 6, 2024, the Company acquired for approximately $392.6 million in cash substantially all of the assets and rights associated with the business of NanoString Technology, Inc. (“NanoString”), and assumed certain of its liabilities, including the liabilities associated with the U.S. litigation related to NanoString’s GeoMx Digital Spatial Profiler products. In this matter, a jury verdict was previously entered in favor of plaintiffs, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (the “Plaintiffs”) awarding approximately $31.6 million in damages. NanoString has filed post-trial motions asking the Court to overturn the jury’s verdict and/or amend the judgment. The Plaintiffs have asked the Court in their post-trial motions to enhance the damages award. The Court has not yet ruled on the post-trial motions. 2023 In the three months ended March 31, 2023, the Company completed the following acquisition that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the reportable segment for acquisition (in millions):
|  | Biognosys, AG |
Segment |  | BSI CALID |
Consideration Transferred: |  |  |
Cash paid |  | $ | 73.6 |
Cash acquired |  |  | (9.5 | )
Holdback |  |  | 0.2 |
Fair value of redeemable noncontrolling interest - other shareholders |  |  | 2.5 |
Total consideration transferred |  | $ | 66.8 |
Allocation of Consideration Transferred: |  |  |
Accounts receivable |  | $ | 3.6 |
Inventories |  |  | 0.4 |
Other current assets |  |  | 0.9 |
Property, plant and equipment |  |  | 8.0 |
Other assets |  |  | 4.3 |
Intangible assets: |  |  |
Technology |  |  | 10.2 |
Customer relationships |  |  | 13.8 |
Backlog |  |  | 0.8 |
Trade name |  |  | 2.7 |
Goodwill |  |  | 47.5 |
Liabilities assumed (a) |  |  | (25.4 | )
Total consideration allocated |  | $ | 66.8 |
Biognosys, AG On January 3, 2023, the Company acquired 97.15% of the outstanding stock of Biognosys, AG (“Biognosys”), a privately held company, for cash consideration of CHF 75 million (approximately $80.1 million) less assumed liability for employee awards of CHF 5.9 million (approximately $6.3 million). Biognosys offers mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development. Biognosys is domiciled in Zurich, Switzerland, and was integrated into the BSI CALID Segment. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85% of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85% equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at the acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) in a value above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services. The rights (embedded derivative) to the option shares can be sold at a minimum redemption value provided certain post combination employment services are met or at fair value, if above the floor, on the purchase or sell date. Therefore, the portion assigned to the minimum redemption value of option value of the hybrid instrument, which is tied to continued employment of the noncontrolling interest holders, was classified as a long-term liability on the consolidated balance sheet. The hybrid instrument was initially measured at fair value on the acquisition date and shall be accreted over the post combination service period. The acquisition date fair value of the hybrid instrument which is an embedded derivative was not material. The rights associated with the portion of the noncontrolling interest above the minimum redemption value are contingently redeemable at the option of the Company or the noncontrolling interest holders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value on the acquisition date and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on fair value as defined in the purchase agreement and its carrying amount adjusted for net (loss) income attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. The amortization period for the intangible assets acquired is seven years for the technology and nine years for the customer relationships. The trade name was determined to have an indefinite life. The Company expects to amortize backlog through the end of 2025. Other 2023 Acquisitions In the three months ended March 31, 2023, the Company acquired various other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the acquisitions (in millions):
Name of Acquisition |  | Date Acquired |  | Segment |  | Total Consideration |  |  | Cash Consideration |
Acquifer Imaging GmbH and Deltabyte GmbH |  | January 4, 2023 |  | BSI NANO |  | $ | 7.6 |  |  | $ | 7.6 |
Other majority owned acquisitions |  | Various |  | BSI CALID |  |  | 19.1 |  |  |  | 12.2 |
|  |  |  |  |  | $ | 26.7 |  |  | $ | 19.8 |
2023 Minority and Equity-method investments During the three months ended March 31, 2023, the Company also completed minority investments that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the investments (in millions):
Name |  | Acquisition / Investment |  | Financial Statement Classification |  | Date Acquired |  | Total Consideration |  |  | Cash Consideration |
Other Investments |  | Investment |  | Other long-term assets |  | Various |  | $ | 8.2 |  |  | $ | 8.2 |
|  |  |  |  |  |  |  | $ | 8.2 |  |  | $ | 8.2 |
In the three months ended March 31, 2023, the Company recognized $6.9 million of impairment charge in “Interest and other income (expense), net” in the consolidated statement of operations, to write-off the costs of certain minority investments. The Company did no t record any realized gains or unrealized gains related to its minority investments in the three months ended March 31, 2023.

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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 -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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