Acquisitions Acquisitions (Notes)

12 Months Ended

Dec. 31, 2023

Acquisitions and Investments Disclosure [Text Block]

ACQUISITIONS, INVESTMENTS, AND DIVESTITURES

Acquisition of Micro-Mode Products, Inc. (Micro-Mode)

On May 2, 2023, we completed the acquisition of 100% of the privately held stock of Micro-Mode for a purchase price of $79.3, net of cash acquired. Micro-Mode is a specialty designer and manufacturer of high-bandwidth radio frequency (RF) connectors for harsh environment defense and space applications. Micro-Mode has a single manufacturing site near San Diego, California and generated approximately $26 in sales in 2022. Subsequent to the acquisition, Micro-Mode’s results have been reported within our CCT segment.

Acquisition of Habonim Industrial Valves and Actuators Ltd (Habonim)

On April 4, 2022, we completed the acquisition of 100% of the privately held stock of Habonim for a purchase price of $139.9. Habonim is a designer and manufacturer of valves, valve automation and actuation for gas distribution (including liquified natural gas), biotech and harsh application service sectors. Habonim sells directly to original equipment manufacturers and integrators for customized solutions. Habonim has operations in Israel, the U.S. and the Netherlands, and has a workforce of approximately 200 employees. Subsequent to the acquisition, Habonim’s results have been reported within our IP segment. The allocation of the purchase price to the assets acquired and liabilities assumed was completed as of April 1, 2023, and is presented in the table below.

The assets acquired and liabilities assumed for both our Micro-Mode and Habonim acquisitions were recorded at fair value. As of December 31, 2023, the allocation of the purchase price to the assets acquired and liabilities assumed was substantially complete related to our acquisition of Micro-Mode, and was completed related to our acquisition of Habonim, and is presented in the table below.


Allocation of Purchase Price	Micro-Mode		Habonim
Receivables	$	2.7	$	10.2
Inventory	5.6		17.8
Plant, property and equipment	6.0		16.1
Goodwill	44.6		62.9
Other intangible assets	28.7		47.2
Other assets	0.3		4.2
Accounts payable and accrued liabilities	(2.3)		(8.7)
Other liabilities	(6.3)		(7.1)
Noncontrolling interest	—		(2.7)
Net assets acquired	$	79.3	$	139.9

Related to the acquisition of Micro-Mode, the primary areas of the purchase price allocations that are not yet finalized relate to the valuation of certain tangible and intangible assets, certain liabilities, income tax, and residual goodwill, which represents the excess of the purchase price over the fair value of the net tangible and other intangible assets acquired. We expect to obtain the information necessary to finalize the fair value of the net assets and liabilities during the measurement period, not to exceed one year from the acquisition date. Changes to the preliminary estimates of the fair value during the measurement period will be recorded as adjustments to those assets and liabilities with a corresponding adjustment to goodwill in the period they occur. The goodwill arising from this acquisition is not deductible for income tax purposes.

Pro forma results of operations have not been presented because the acquisitions were not deemed significant as of their acquisition dates.

Acquisition of Product Line

During June 2022, we purchased all production assets and proprietary technology related to an energy absorption product line for high-cycle applications in industrial automation. The Company determined that the product line met the definition of a business per ASC 805, Business Combinations. The product line was acquired for $7.0 from Clippard Instrument Laboratory, Inc., which is a third party U.S. manufacturer of electronic and pneumatic components, and is included within our CCT segment.

Investments in CRP Technology and CRP USA (CRP)

During the second quarter of 2022, we purchased a minority investment of 46% in CRP Technology Srl and 33% in CRP USA LLC (collectively "CRP") for $23.0. CRP is a manufacturer of reinforced composite materials for 3D printing for the aerospace, defense, premium automotive, and motorsports industries. CRP's Windform® high-performance materials enable engineers to develop complex, customized designs while providing lightweight and exceptionally durable products. In May 2023, ITT purchased an additional 9% share of CRP USA LLC for $1.4. This additional investment brought ITT’s direct share ownership in CRP USA LLC to 42%. The CRP investments are accounted for as equity method investments.

Divestiture of Matrix Composites, Inc. (Matrix)

On December 29, 2023, we completed the sale of our Matrix business, an aerospace and defense components manufacturer within our CCT segment, to a third party for total cash proceeds of $1.0. In connection with this transaction, we recorded a $15.3 pre-tax loss, which has been presented within General and administrative expenses on our Consolidated Statement of Operations for the year ended December 31, 2023.

Divestiture of Product Line

During the second quarter of 2023, we completed the sale of a product line within our CCT segment to a third party for $10.5. The Company determined that the product line met the definition of a business per ASC 805, Business Combinations. As a result of the transaction, we recognized a pre-tax gain on sale of $7.2, which is included in the General and administrative expenses line on our Consolidated Statements of Operations for the year ended December 31, 2023. Goodwill of $2.4 was allocated to the divestiture.

Subsequent Event

On January 19, 2024, we completed the acquisition of 100% of the outstanding shares of privately held Svanehøj Group A/S (Svanehøj) for a purchase price of approximately $410, net of cash acquired. Svanehøj is a supplier of pumps and related aftermarket services with leading positions in cryogenic applications for the marine sector. Svanehøj is headquartered in Denmark and has additional operations in Singapore and France. Svanehøj employs around 400 employees and generated approximately $140 in sales in 2022. Upon closing of the transaction, Svanehøj became part of our IP segment.