v3.25.3
Acquisitions
 9 Months Ended
Sep. 27, 2025
Business Combinations [Abstract]  
Acquisitions
4 Acquisitions
On May 20, 2025, the Company acquired all of the outstanding equity interests of Optofluidics, Inc., and its wholly owned operating subsidiary, Halo Labs LTD (collectively, “Halo Labs”), for $35 million, net of cash acquired. Halo Labs offers high throughput biopharmaceutical formulation, stability and product quality control tools for aggregate and subvisible particle analysis through the use of custom optics and image processing techniques. As a result of the acquisition, the results of Halo Labs are included in the Company’s consolidated financial statements from the acquisition date.
 
The Company preliminarily allocated $13 million of the purchase price to intangible assets comprised of developed technology and customer relationships. The developed technology will be amortized over ten years, and the customer relationships will be amortized over five years. The Company allocated $24 million of the purchase price to goodwill, which is not deductible for tax purposes and has been allocated to the Waters operating segment. The principal factor that resulted in recognition of goodwill in the acquisition was that the purchase price was based, in part, on cash flow projections assuming the integration of any acquired technology, distribution channels and products with the Company’s products, which are higher than if the acquired companies’ technology, customer access or products were utilized on a stand-alone basis. The final fair value of the net assets acquired may result in adjustments to these assets and liabilities, including goodwill.
The assets and liabilities acquired were valued with input from valuation specialists. The Company used various income-approach valuation techniques, which use Level 3 inputs, in determining the fair value of the assets and liabilities acquired. The following table presents the fair values as of the acquisition date of all of the assets and liabilities owned and recorded in connection with the acquisition of Halo Labs assumed on the closing date of May 20, 2025 (in thousands):
 
Purchase Price
 
Cash paid
    $ 35,815  
Less: cash acquired
      (762 ) 
  
 
 
  
Net cash consideration
      35,053  
  
 
 
  
Identifiable Net Assets (Liabilities) Acquired
   
Accounts receivable
      962  
Inventory
      1,296  
Prepaid, property, plant and equipment, operating lease and other assets
      2,415  
Intangible assets
      13,400  
Accounts payable and accrued expenses
      (1,966 ) 
Operating lease liabilities, deferred revenue and other liabilities
      (2,004 ) 
Tax liabilities
      (2,821 ) 
  
 
 
  
Total identifiable net assets acquired
      11,282  
Goodwill
      23,771  
  
 
 
  
Net cash consideration
    $ 35,053  
  
 
 
  
During the three and nine months ended September 27, 2025, the effect of net sales, net operating loss, and transaction related costs were immaterial to the Company’s consolidated results. The pro forma effect on the ongoing operations of the Company as though this acquisition had occurred on January 1, 2024 was immaterial to the consolidated financial statements.