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Acquisitions
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
2022 Acquisitions
On February 1, 2022, the Company acquired Houdstermaatschappij Jorc B.V. (“Jorc”), a manufacturer of condensate management products, for aggregate cash consideration of $30.2 million. Jorc has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Westwood Technical Limited (“Westwood Technical”), a control and instrumentation specialist based in the United Kingdom with unique Industrial Internet of Things (IIoT) capabilities, for aggregate cash consideration of $8.1 million and contingent consideration of up to $9.3 million. Westwood Technical has been reported in the Precision and Science Technologies segment from the date of acquisition.
On September 1, 2022, the Company acquired Holtec Gas Systems LLC (“Holtec”), a nitrogen generator manufacturer, for cash consideration of $12.6 million. Holtec has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On September 1, 2022, the Company acquired Hydro Prokav Pumps (India) Private Limited (“Hydro Prokav”) for cash consideration of $14.0 million. Hydro Prokav has been reported in the Precision and Science Technologies segment from the date of acquisition.
On October 1, 2022, the Company acquired Dosatron International L.L.C (“Dosatron International”), a technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of up to $14.7 million. Dosatron International has been reported in the Precision and Science Technologies segment from the date of acquisition.
On November 1, 2022, the Company acquired Pedro Gil Construcciones Mecanicas, S.L. (“Pedro Gil”), a manufacturer of positive displacement blowers, pumps and vacuum systems in the Spanish market, for aggregate cash consideration of $17.9 million. Pedro Gil has been reported in the Industrial Technologies and Services segment from the date of acquisition.
On December 1, 2022, the Company acquired Everest Blowers Private Limited and Everest Blower Systems Private Limited (collectively, “Everest Group”), the Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash consideration and estimated contingent consideration of $12.1 million. Everest Group has been reported in the Industrial Technologies and Services segment from the date of acquisition.
Other acquisitions completed during the year ended December 31, 2022 include multiple sales and service businesses and a manufacturer in the Industrial Technologies and Services segment. The aggregate consideration for these acquisitions was $19.9 million.
Of the goodwill recognized on our 2022 acquisitions, $10.2 million is expected to be deductible for tax purposes.
The following table summarizes the allocation of consideration for all businesses acquired in 2022 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for all 2022 acquisitions is substantially complete. Any further adjustments during the measurement period are not expected to be material.
Dosatron InternationalAll othersTotal Consideration
Accounts receivable$1.8 $16.3 $18.1 
Inventories6.2 20.7 26.9 
Other current assets0.1 1.3 1.4 
Property, plant and equipment0.3 8.9 9.2 
Goodwill57.4 150.5 207.9 
Intangible assets41.9 43.0 84.9 
Other noncurrent assets13.8 0.9 14.7 
Total current liabilities(3.5)(30.6)(34.1)
Deferred tax liabilities(13.8)(9.7)(23.5)
Other noncurrent liabilities— (1.9)(1.9)
Total consideration$104.2 $199.4 $303.6 
Acquisition Revenues and Operating Income
The revenues and operating income included in the consolidated financial statements for these acquisitions subsequent to their acquisition date were $38.4 million and $3.4 million, respectively, for the year ended December 31, 2022.
2021 Acquisitions
The Company acquired multiple businesses during the year ended December 31, 2021. Pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s Consolidated Statements of Operations individually or in the aggregate. The revenues and operating income of each of the acquisitions below are included in the Company’s consolidated financial statements from the acquisition date.
On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.0 million. The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and engineered blower and vacuum systems. The acquisition is intended to expand the product portfolio of the Industrial Technologies and Services segment with complementary technologies and applications. The goodwill arising from the acquisition is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. The goodwill resulting from this acquisition is deductible for tax purposes.
On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million, net of cash acquired. The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech software and controls market. The acquisition is intended to expand product and service offerings of the Precision and Science Technologies segment into attractive end markets and contribute to growth in digital and connected solutions. The goodwill arising from the acquisition is attributable to synergies expected from building on Maximus’s expertise in digital controls and IIoT systems and from anticipated growth from existing and new customers. None of this goodwill is deductible for tax purposes.
On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash acquired. Seepex is a global leader in progressive cavity pump solutions. The acquisition expands the product portfolio of the Precision and Science Technologies segment with offerings that primarily serve the water, wastewater, food and beverage, and chemical end markets. The goodwill arising from the acquisition is attributable to the expected cost synergies, anticipated growth of new and existing customers, and the assembled workforce. None of this goodwill is deductible for tax purposes.
On October 29, 2021, the Company acquired Air Dimensions Inc. for cash consideration of $70.8 million. The business designs, manufactures and sells vacuum diaphragm pumps primarily for environmental applications. The acquisition is intended to expand the product portfolio of the Precision and Science Technologies segment and further penetrate end markets such as emission monitoring, biogas, utility and chemical processing. The goodwill arising from the acquisition is attributable to growth expected from product and channel synergies and to the assembled workforce. The goodwill resulting from this acquisition is deductible for tax purposes.
On December 1, 2021, the Company acquired the assets of Tuthill Corporation’s Pump Group for cash consideration of $84.8 million. The business is a market leader in gear and piston pump solutions. The acquisition is intended to complement existing brands and technologies in the Precision and Science Technologies segment and further penetrate high growth end markets, including life and sciences, food and beverage, medical and water and wastewater treatment. The goodwill arising from the acquisition is attributable to revenue growth and cost savings opportunities and to the assembled workforce. The majority of the goodwill resulting from this acquisition is deductible for tax purposes.
Other acquisitions completed during the year ended December 31, 2021 include multiple sales and service businesses and a manufacturer of air purity analysis equipment in the Industrial Technologies and Services segment and a pump technology business in the Precision and Science Technologies segment. The aggregate consideration for these acquisitions was $44.6 million.
The following table summarizes the allocation of consideration to the fair values of identifiable assets acquired and liabilities assumed at the acquisition date.
SeepexM-D Pneumatics and Kinney Vacuum PumpsMaximus SolutionsAll OthersTotal Consideration
Accounts receivable$24.9 $4.8 $4.3 $9.4 $43.4 
Inventories42.4 3.8 2.9 10.1 59.2 
Other current assets1.9 0.2 0.2 0.3 2.6 
Property, plant and equipment40.6 16.2 2.1 15.0 73.9 
Goodwill249.0 81.5 75.9 79.6 486.0 
Intangible assets239.2 82.5 39.5 95.9 457.1 
Other noncurrent assets1.4 — — — 1.4 
Total current liabilities(35.1)(3.5)(2.4)(4.1)(45.1)
Deferred tax liabilities(75.6)— (11.3)(4.2)(91.1)
Other noncurrent liabilities(6.6)(1.5)(0.2)(1.8)(10.1)
Total consideration$482.1 $184.0 $111.0 $200.2 $977.3 
Acquisition Revenues and Operating Income
The revenues included in the consolidated financial statements for these acquisitions subsequent to their acquisition date were $356.1 million and $145.9 million, respectively, for the years ended December 31, 2022 and 2021. The operating income (loss) included in the consolidated financial statements for these acquisitions subsequent to their acquisition date was $31.8 million and $(4.5) million, respectively, for the years ended December 31, 2022 and 2021.
Ingersoll Rand Industrial Acquisition
On February 29, 2020, Ingersoll Rand (formerly Gardner Denver Holdings, Inc.) completed the acquisition of and merger with Ingersoll Rand Industrial in exchange for non-cash consideration comprising the following:
Fair value of Ingersoll Rand common stock issued for Ingersoll Rand Industrial outstanding common stock$6,919.5 
Fair value attributable to pre-merger service for replacement equity awards8.6 
Fair value attributable to pre-merger service for deferred compensation plan8.9 
Total purchase consideration$6,937.0 

The Company incurred acquisition costs of $87.3 million, including $42.3 million and $45.0 million in the years ended December 31, 2020 and 2019, respectively. These costs are presented within “Other operating expenses, net” in the Consolidated Statements of Operations.

The assets and liabilities of Ingersoll Rand Industrial were measured at their fair values as of the date of the merger. The determination of fair values required the Company to make estimates about expected future cash flows, discount rates, royalty rates and other subjective assumptions and future events that are highly uncertain. These measurements were finalized within one year of the closing date of the transaction.
The following table summarizes the allocation of consideration to the fair values of assets acquired and liabilities assumed of Ingersoll Rand Industrial as of February 29, 2020. These amounts include assets and liabilities of the Specialty Vehicle Technologies segment, which was divested during the year ended December 31, 2021 and is reported as a discontinued operation. Refer to Note 3 for further information on the sale of SVT.
Fair value
Cash$38.8 
Accounts receivable585.8 
Inventories625.4 
Other current assets87.2 
Property, plant and equipment516.5 
Goodwill4,899.2 
Other intangible assets3,766.6 
Other noncurrent assets270.9 
Total current liabilities, including current maturities of long-term debt of $19.0 million
(753.0)
Deferred tax liability(842.4)
Long-term debt, net of debt issuance costs and an original issue discount(1,851.7)
Other noncurrent liabilities(333.0)
Noncontrolling interest(73.3)
Total consideration$6,937.0 
Summary of significant fair value methods
The methods used to determine the fair value of certain significant identifiable assets and liabilities included in the allocation of purchase price are discussed below.
Property, Plant and Equipment
The fair value of property, plant and equipment was primarily calculated using replacement costs adjusted for the age and condition of the asset, with the exception of real property which was calculated using the market approach, and is summarized below.
Land and buildings$215.1 
Machinery and equipment256.9 
Office furniture and equipment13.4 
Other1.0 
Construction in progress30.1 
Total property, plant and equipment$516.5 
Identifiable Intangible Assets
The fair value and weighted average useful life of the Ingersoll Rand Industrial identifiable intangible assets are as follows.
Fair ValueWeighted Average Useful Life (Years)
Tradenames$1,312.0 Indefinite
Developed technology236.0 7
Customer relationships2,101.0 13
Backlog81.2 
<1
Internal-use software and other36.4 2
Total identifiable intangible assets$3,766.6 
Results of Ingersoll Rand Industrial subsequent to the acquisition
The operating results of Ingersoll Rand Industrial have been included in the Company’s consolidated financial statements from the date of acquisition through December 31, 2020. The Company’s consolidated statements of operations for the year ended December 31, 2020 included revenues of $2,930.3 million and net loss of $10.8 million, which includes the effects of purchase accounting adjustments, primarily the amortization of intangible assets and the impacts on operating expenses of fair value adjustments to acquired inventory and property, plant and equipment.
Unaudited pro forma information
The following unaudited pro forma financial information is provided for information purposes only and presents the results of operations of the Company as if the Ingersoll Rand Industrial acquisition was completed on January 1, 2019. The pro forma results do not necessarily represent the revenue or results of operations would have been realized had the acquisition been completed on January 1, 2019. In addition, these results are not intended to be a projection of future operating results and do not reflect synergies that might be achieved.
2020
Revenues$5,398.0 
Net Income164.8 
The unaudited pro forma information includes adjustments for the purchase price allocation (including, but not limited to, amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, fair value adjustments to acquired inventories, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs, transaction costs and related tax impacts) and the alignment of accounting policies.
The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the year ended December 31, 2020 that are directly attributable to the acquisition.
2020
Increase to revenue as a result of deferred revenue fair value adjustment, net of tax$13.8 
Decrease to expense as a result of inventory fair value adjustment, net of tax(89.6)
Decrease to expense as a result of transaction costs, net of tax(34.8)
Settlement of post-acquisition contingencies
In 2021, the Company and Trane Technologies concluded several post-closing steps of the Ingersoll Rand Industrial transaction, finalizing measurements of transferred working capital, indebtedness and retirement plan funding. As a result, Trane Technologies made a payment of $49.5 million to Ingersoll Rand. The Company realized a gain of $30.1 million in 2021, which is reported within “Other income, net” on the Consolidated Statement of Operations. This payment was received in the third quarter of 2021 and is reflected within changes in “Other assets and liabilities, net” on the Consolidated Statement of Cash Flows.
Other 2020 Acquisitions
On September 1, 2020, the Company acquired Albin Pump SAS, a manufacturer of electric peristaltic pumps for cash consideration, net of cash acquired, of $15.5 million and deferred consideration of $0.9 million. The results of this business are reported within the Precision and Science Technologies segment from the date of acquisition.
Also during the year ended December 31, 2020, the Company acquired two sales and service businesses, one in the United States and one in Europe, in the Industrial Technologies and Services segment, for cash consideration of $15.0 million and deferred consideration of $5.1 million.
Acquisition Revenues and Operating Income
The revenues included in the consolidated financial statements for these acquisitions subsequent to their acquisition date were $26.3 million, $23.5 million and $8.9 million, respectively, for the years ended December 31, 2022, 2021 and 2020. The operating income included in the consolidated financial statements for these acquisitions subsequent to their acquisition date was $4.4 million, $2.1 million and $0.9 million, respectively, for the years ended December 31, 2022, 2021 and 2020.