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Acquisitions
3 Months Ended
Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
Acquisitions in 2024
On February 1, 2024, the Company completed the acquisition of Friulair S.r.l. (“Friulair”) for initial cash consideration of $142.2 million and contingent consideration of up to approximately $11.0 million. The business is a manufacturer of dryers, filters, aftercoolers, and accessories for the treatment of compressed air and its chiller product line. The acquisition is intended increase the scale of the Company’s air dryer business and will add new chiller production capabilities. Friulair has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is not expected to be deductible for tax purposes.
Other acquisitions completed during the three months ended March 31, 2024 include a manufacturer of vacuum pumps and accessories, substantially all of which have been reported within the Industrial Technologies and Services segment. The aggregate consideration for this acquisition was $1.4 million.
The following table summarizes the allocation of consideration for all businesses acquired in the first quarter of 2024 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for acquisitions completed
in the first quarter, including Friulair, is preliminary, and amounts assigned to acquired assets and liabilities assumed are subject to change as information necessary to complete the analysis is obtained.
FriulairAll OthersTotal
Accounts receivable$14.9 $— $14.9 
Inventories13.2 0.3 13.5 
Other current assets0.5 — 0.5 
Property, plant and equipment7.7 0.1 7.8 
Goodwill44.9 1.0 45.9 
Other intangible assets84.5 — 84.5 
Other assets0.3 — 0.3 
Total current liabilities(14.5)— (14.5)
Other noncurrent liabilities(2.8)— (2.8)
Total consideration$148.7 $1.4 $150.1 
The aggregate revenue and operating income included in the condensed consolidated financial statements for these acquisitions subsequent to the dates of acquisition was $11.3 million and $0.5 million for the three month period ended March 31, 2024, respectively. The operating income of these acquired businesses includes the effects of acquisition-related accounting adjustments such as amortization of intangible assets.
Transaction with ILC Dover
On March 25, 2024, the Company entered into an agreement to acquire ILC Dover from New Mountain Capital, LLC for an upfront all-cash purchase price of approximately $2.325 billion and contingent consideration of up to $75.0 million. ILC Dover’s offerings include solutions for biopharmaceutical, pharmaceutical, and medical device markets as well as products for the space industry and will be reported in the Precision and Science Technologies segment. This transaction is expected to close in the second quarter of 2024, subject to customary regulatory approvals and closing conditions.
Acquisitions in 2023
On January 3, 2023, the Company completed the acquisition of SPX FLOW’s Air Treatment business (“Air Treatment”) for cash consideration of $519.0 million. The business is a manufacturer of desiccant and refrigerated dryers, filtration systems and purifiers for dehydration in compressed air. The acquisition is intended to expand the Company’s offerings of compressor system components through globally recognized brands. The Air Treatment business has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. Substantially all of this goodwill is not expected to be deductible for tax purposes.
On February 1, 2023, the Company acquired Paragon Tank Truck Equipment (“Paragon”), a provider of solutions used for loading and unloading dry bulk and liquid tanks on and off of trucks, for cash consideration of $42.2 million. Paragon has been reported within the Industrial Technologies and Services segment.
On April 1, 2023, the Company acquired EcoPlant Technological Innovation Ltd. (“EcoPlant”), for initial cash consideration of $29.5 million and contingent consideration of up to $17.0 million. EcoPlant is a provider of a software-as-a-service platform that dynamically controls compressed air systems to optimize performance and resource consumption. EcoPlant has been reported within the Industrial Technologies and Services segment.
On August 18, 2023, the Company completed the acquisition of Howden Roots LLC (“Roots”), for cash consideration of $290.0 million. Roots is a leading manufacturer of engineered rotary and centrifugal blowers with an iconic brand developed over more than 160 years. The acquisition is intended to expand the Company’s blower product portfolio and benefit from Roots’ robust technical capabilities and exposure to growing sustainability-related applications. Roots has been reported within the Industrial Technologies and Services segment. The goodwill arising from the acquisition is primarily attributable to revenue and cost synergies, anticipated growth of new and existing customers, and the assembled workforce. This goodwill is expected to be deductible for tax purposes.
The Company acquired 10 additional businesses in 2023 for aggregate consideration of $83.7 million. These primarily consist of manufacturers and distributors of existing and adjacent offerings in the Industrial Technologies and Services segment.
The following table summarizes the allocation of consideration for all businesses acquired in 2023 to the fair values of identifiable assets acquired and liabilities assumed at the acquisition dates. Initial accounting for Air Treatment is complete. Initial accounting for all other acquisitions completed in 2023, including Roots, is substantially complete and any further measurement period adjustments are not expected to be material.
Air TreatmentRootsAll OthersTotal
Accounts receivable$26.1 $14.5 $11.7 $52.3 
Inventories43.9 34.2 21.0 99.1 
Other current assets2.1 2.9 6.2 11.2 
Property, plant and equipment18.4 42.0 5.0 65.4 
Goodwill279.9 104.0 125.7 509.6 
Other intangible assets238.6 116.9 25.4 380.9 
Other assets7.6 4.5 0.4 12.5 
Total current liabilities(35.9)(26.9)(19.2)(82.0)
Deferred tax liabilities(54.8)— (3.7)(58.5)
Other noncurrent liabilities(6.9)(2.1)(4.3)(13.3)
Total consideration$519.0 $290.0 $168.2 $977.2 
The revenues included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $95.6 million and $48.4 million for the three month periods ended March 31, 2024 and 2023, respectively. The operating income included in the condensed consolidated financial statements for these acquisitions subsequent to their date of acquisition was $11.5 million and $3.2 million for the three month periods ended March 31, 2024 and 2023, respectively. The operating income of these acquired businesses include the effects of acquisition-related accounting adjustments such as amortization of intangible assets and fair value adjustments to acquired inventory.