Acquisitions

3 Months Ended

Mar. 31, 2020

Providien, LLC

On November 20, 2019, the Company completed its acquisition of Providien, LLC ("Providien"), for consideration of $331.3 million, including $3.4 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2020. Providien is a leading provider of comprehensive manufacturing solutions for global medical device original equipment manufacturers, including thermoforming, medical device contract manufacturing, precision machining and metals, and medical injection molding.

The following table summarizes the consideration transferred to acquire Providien and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed

liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The fair values are preliminary and subject to change pending receipt of the final valuation studies.


	Preliminary Allocation		Measurement Period Adjustments		Preliminary Allocation
(in millions)	As of 11/20/2019						As of 3/31/2020
Total cash consideration transferred	$	332.1	$	(0.8)	$	331.3
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	3.4		—		3.4
Receivables, net	38.9		—		38.9
Inventories, net	2.7		—		2.7
Prepaid expenses and other current assets	2.3		—		2.3
Property, plant and equipment	12.9		—		12.9
Definite-lived intangible assets	135.4		(2.7)		132.7
Other long-term assets	7.1		(0.3)		6.8
Accounts payable	(6.0)		—		(6.0)
Income tax payable	(0.7)		—		(0.7)
Accrued and other current liabilities	(7.0)		—		(7.0)
Other long-term liabilities	(8.1)		0.5		(7.6)
Deferred income taxes	(27.1)		6.9		(20.2)
Total identifiable net assets	153.8		4.4		158.2
Goodwill	$	178.3	$	(5.2)	$	173.1

The preliminary goodwill recognized in the acquisition of Providien reflects market participant synergies attributable to significant raw material purchase synergies with CIT, other administrative synergies, the value of the assembled workforce to Carlisle and opportunities for product line expansions. The Company acquired $38.9 million of gross contractual accounts receivable, of which less than $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the CIT reporting unit, which aligns with the CIT reportable segment. Of the goodwill, $67.3 million is preliminarily deductible for tax purposes. The $132.7 million preliminary value allocated to definite-lived intangible assets consists of $108.7 million of customer relationships with a useful life between 13 to 37 years, various acquired technologies of $19.5 million with a useful life of six to 11 years and trade names of $4.4 million with a useful life of two to five years. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $20.2 million.

Petersen Aluminum Corporation

On January 11, 2019, the Company acquired 100% of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $207.2 million, including $5.2 million of cash acquired and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen is a manufacturer and distributor of architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

Petersen contributed revenues of $35.5 million and an operating loss of less than $0.1 million for the period from January 11, 2019, to March 31, 2019. The results of operations of the acquired business are reported as part of the CCM segment.

The following table summarizes the consideration transferred to acquire Petersen and the allocation of the purchase price among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations, which requires that consideration be allocated to the acquired assets and assumed liabilities based upon their acquisition date fair values with the remainder allocated to goodwill.


	Preliminary Allocation		Measurement Period Adjustments		Final Allocation
(in millions)	As of 1/11/2019						As of 12/31/2019
Total cash consideration transferred	$	207.2	$	—	$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2		—		5.2
Receivables, net	11.5		—		11.5
Inventories, net	39.5		(0.3)		39.2
Prepaid expenses and other current assets	2.1		—		2.1
Property, plant and equipment	17.8		—		17.8
Definite-lived intangible assets	109.3		0.8		110.1
Other long-term assets	9.5		—		9.5
Accounts payable	(5.9)		—		(5.9)
Income tax payable	1.7		—		1.7
Accrued and other current liabilities	(8.7)		—		(8.7)
Other long-term liabilities	(12.4)		(0.1)		(12.5)
Deferred income taxes	(25.4)		(0.2)		(25.6)
Total identifiable net assets	144.2		0.2		144.4
Goodwill	$	63.0	$	(0.2)	$	62.8

The goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $11.6 million of gross contractual accounts receivable, of which $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been assigned to the CCM reporting unit, which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $110.1 million value allocated to definite-lived intangible assets consists of $79.7 million of customer relationships with a useful life of 11 years, $27.9 million of trade names with a useful life of 17 years and various acquired technologies of $2.5 million with a useful life of 10 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $5.2 million, and recorded an indemnification asset of $5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. During the first quarter of 2020 the Company released $1.1 million of the indemnification asset acquisition related to escrow expirations. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $25.6 million.

MicroConnex Corporation

On April 1, 2019, the Company acquired 100% of the equity of MicroConnex Corporation ("MicroConnex") for cash consideration of approximately $46.2 million, including $0.8 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2019. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets.

Consideration of $15.2 million has been allocated to goodwill, $27.4 million to definite-lived intangible assets, $0.9 million to inventory, $3.4 million to accounts receivable, $0.6 million to accounts payable and $7.0 million to deferred income taxes. Definite-lived intangible assets consist of customer relationships with an useful life of 12 years, trade names with a useful life of 17 years and acquired technologies with a useful life of five years. None of the $15.2 million allocated to goodwill is deductible for tax purposes. All of the goodwill has been assigned to the CIT reporting unit, which aligns with the reportable segment.