UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2021

Commission file number 1-9278

www.carlisle.com

CARLISLE COMPANIES INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	31-1168055
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16430 North Scottsdale Road, Suite 400, Scottsdale, Arizona 85254

(Address of principal executive offices, including zip code)

(480) 781-5000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock	CSL	New York Stock Exchange
Preferred stock purchase rights	n/a	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

Yes ☒ No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Yes ☐ No  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

On October 19, 2021, there were 52,284,570 shares of the registrant's common stock, par value $1.00 per share, outstanding.

Carlisle Companies Incorporated

Table of Contents

	Page
PART I
Item 1. Financial Statements	3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)	3
Condensed Consolidated Balance Sheets (Unaudited)	4
Condensed Consolidated Statement of Cash Flows (Unaudited)	5
Condensed Statement of Shareholders' Equity (Unaudited)	7
Notes to Condensed Consolidated Financial Statements (Unaudited)	8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosure about Market Risk	37
Item 4. Controls and Procedures	38
PART II
Item 1. Legal Proceedings	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3. Defaults Upon Senior Securities	38
Item 4. Mine Safety Disclosures	38
Item 5. Other Information	38
Item 6. Exhibits	39
Signature	40

2

PART I

Item 1. Financial Statements

Carlisle Companies Incorporated

Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)

	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions, except per share amounts)	2021		2020		2021		2020
Revenues	$	1,315.6	$	1,057.0	$	3,434.3	$	2,981.6
Cost of goods sold	944.0		739.1		2,510.1		2,124.2
Selling and administrative expenses	192.6		153.0		504.7		448.5
Research and development expenses	12.8		11.5		37.0		35.1
Other operating income, net	(0.3)		(1.4)		(2.5)		(2.7)
Operating income	166.5		154.8		385.0		376.5
Interest expense, net	19.8		19.1		58.2		57.8
Loss on extinguishment of debt	—		—		—		8.8
Interest income	(0.2)		(0.7)		(1.1)		(4.0)
Other non-operating expense (income), net	0.9		0.5		5.6		(0.4)
Income from continuing operations before income taxes	146.0		135.9		322.3		314.3
Provision for income taxes	33.0		33.2		66.1		70.8
Income from continuing operations	113.0		102.7		256.2		243.5
Discontinued operations:
Income (loss) before income taxes	2.2		0.5		13.0		(4.7)
(Benefit from) provision for income taxes	(26.9)		0.9		(24.4)		(0.7)
Income (loss) from discontinued operations	29.1		(0.4)		37.4		(4.0)
Net income	$	142.1	$	102.3	$	293.6	$	239.5
Basic earnings per share attributable to common shares:
Income from continuing operations	$	2.15	$	1.89	$	4.86	$	4.42
Income (loss) from discontinued operations	0.55		(0.01)		0.71		(0.07)
Basic earnings per share	$	2.70	$	1.88	$	5.57	$	4.35
Diluted earnings per share attributable to common shares:
Income from continuing operations	$	2.12	$	1.88	$	4.80	$	4.38
Income (loss) from discontinued operations	0.55		(0.01)		0.70		(0.07)
Diluted earnings per share	$	2.67	$	1.87	$	5.50	$	4.31
Average shares outstanding:
Basic	52.3		54.1		52.6		54.9
Diluted	53.0		54.5		53.2		55.4
Comprehensive income:
Net income	$	142.1	$	102.3	$	293.6	$	239.5
Other comprehensive income (loss):
Foreign currency gains (losses)	0.6		24.9		(5.9)		4.4
Amortization of unrecognized net periodic benefit costs, net of tax	1.2		1.1		3.6		3.1
Other, net of tax	(0.2)		2.2		(1.9)		(15.3)
Other comprehensive income (loss)	1.6		28.2		(4.2)		(7.8)
Comprehensive income	$	143.7	$	130.5	$	289.4	$	231.7

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

3

Carlisle Companies Incorporated

Condensed Consolidated Balance Sheets (Unaudited)

(in millions, except par values)	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	295.6	$	897.1
Receivables, net of allowance for credit losses of $5.1 million and $5.0 million, respectively	877.5		554.4
Inventories, net	548.9		432.7
Contract assets	73.5		84.5
Prepaid expenses	35.1		35.8
Other current assets	251.2		60.2
Discontinued operations	—		144.6
Total current assets	2,081.8		2,209.3
Property, plant, and equipment, net	734.1		672.1
Goodwill, net	2,539.5		1,641.7
Other intangible assets, net	1,599.4		960.9
Other long-term assets	119.8		107.4
Discontinued operations	—		275.0
Total assets	$	7,074.6	$	5,866.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	481.0	$	284.5
Accrued and other current liabilities	332.6		274.6
Contract liabilities	35.3		32.5
Current portion of debt	2.4		1.1
Discontinued operations	—		53.5
Total current liabilities	851.3		646.2
Long-term liabilities:
Long-term debt, less current portion	2,924.0		2,080.2
Contract liabilities	246.8		235.8
Other long-term liabilities	507.7		344.6
Discontinued operations	—		21.9
Total long-term liabilities	3,678.5		2,682.5
Shareholders' equity:
Preferred stock, $1 par value per share (5.0 shares authorized and unissued)	—		—
Common stock, $1 par value per share (200.0 shares authorized; 52.1 and 52.9 shares outstanding, respectively)	78.7		78.7
Additional paid-in capital	473.8		441.7
Treasury shares, at cost (26.3 and 25.5 shares, respectively)	(2,044.4)		(1,814.4)
Accumulated other comprehensive loss	(101.2)		(97.0)
Retained earnings	4,137.9		3,928.7
Total shareholders' equity	2,544.8		2,537.7
Total liabilities and equity	$	7,074.6	$	5,866.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

4

Carlisle Companies Incorporated

Condensed Consolidated Statements of Cash Flows (Unaudited)

	Nine Months Ended September 30,
(in millions)	2021		2020
Operating activities:
Net income	$	293.6	$	239.5
Reconciliation of net income to net cash provided by operating activities:
Depreciation	67.9		73.3
Amortization	96.8		95.7
Lease expense	20.3		20.9
Stock-based compensation	14.0		21.0
Loss on extinguishment of debt	—		8.8
Deferred taxes	(2.0)		(2.4)
Other operating activities, net	16.9		17.9
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables	(268.7)		(34.0)
Inventories	(72.4)		(5.7)
Contract assets	11.7		4.7
Prepaid expenses and other assets	(9.3)		15.8
Accounts payable	134.9		(1.9)
Accrued and other current liabilities	(4.4)		(5.4)
Contract liabilities	11.3		15.9
Other long-term liabilities	(26.7)		(23.9)
Net cash provided by operating activities	283.9		440.2
Investing activities:
Acquisitions, net of cash acquired	(1,573.9)		(35.4)
Proceeds from sale of discontinued operation, net of cash disposed	247.7		—
Capital expenditures	(88.9)		(72.7)
Investment in securities	(10.2)		—
Other investing activities, net	2.1		1.4
Net cash used in investing activities	(1,423.2)		(106.7)
Financing activities:
Proceeds from notes	842.6		740.7
Repayment of notes	—		(258.5)
Borrowings from revolving credit facility	650.0		500.0
Repayments of revolving credit facility	(650.0)		(500.0)
Financing costs	(1.7)		(24.2)
Repurchases of common stock	(290.6)		(341.7)
Dividends paid	(84.2)		(84.5)
Proceeds from exercise of stock options	77.4		12.9
Withholding tax paid related to stock-based compensation	(8.4)		(7.4)
Other financing activities, net	(1.2)		(0.6)
Net cash provided by financing activities	533.9		36.7
Effect of foreign currency exchange rate changes on cash and cash equivalents	(1.2)		(2.4)
Change in cash and cash equivalents	(606.6)		367.8
Less: change in cash and cash equivalents of discontinued operations	(5.1)		(1.1)
Cash and cash equivalents at beginning of period	897.1		342.5
Cash and cash equivalents at end of period	$	295.6	$	711.4

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

5

Carlisle Companies Incorporated

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Shares in Treasury			Total Shareholders' Equity
(in millions, except per share amounts)	Shares	Amount								Shares	Cost
Balance as of June 30, 2020	54.4	$	78.7	$	427.8	$	(160.1)	$	3,802.5	24.0	$	(1,632.7)	$	2,516.2
Net income	—	—		—		—		102.3		—	—		102.3
Other comprehensive income, net of tax	—	—		—		28.2		—		—	—		28.2
Dividends - $0.525 per share	—	—		—		—		(28.7)		—	—		(28.7)
Repurchases of common stock	(1.2)	—		—		—		—		1.2	(149.9)		(149.9)
Issuances and deferrals, net for stock based compensation(1)	—	—		5.8		—		—		—	1.4		7.2
Balance as of September 30, 2020	53.2	$	78.7	$	433.6	$	(131.9)	$	3,876.1	25.2	$	(1,781.2)	$	2,475.3
Balance as of June 30, 2021	51.9	$	78.7	$	460.1	$	(102.8)	$	4,024.2	26.5	$	(2,042.3)	$	2,417.9
Net income	—	—		—		—		142.1		—	—		142.1
Other comprehensive income, net of tax	—	—		—		1.6		—		—	—		1.6
Dividends - $0.54 per share	—	—		—		—		(28.4)		—	—		(28.4)
Repurchases of common stock	(0.1)	—		—		—		—		0.1	(25.0)		(25.0)
Issuances and deferrals, net for stock based compensation(1)	0.3	—		13.7		—		—		(0.3)	22.9		36.6
Balance as of September 30, 2021	52.1	$	78.7	$	473.8	$	(101.2)	$	4,137.9	26.3	$	(2,044.4)	$	2,544.8

(1)Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

6

Carlisle Companies Incorporated

Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)

	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Shares in Treasury			Total Shareholders' Equity
(in millions, except per share amounts)	Shares	Amount								Shares	Cost
Balance as of December 31, 2019	55.7	$	78.7	$	416.6	$	(124.1)	$	3,721.3	22.7	$	(1,449.7)	$	2,642.8
Net income	—	—		—		—		239.5		—	—		239.5
Other comprehensive loss, net of tax	—	—		—		(7.8)		—		—	—		(7.8)
Dividends - $1.525 per share	—	—		—		—		(84.7)		—	—		(84.7)
Repurchases of common stock	(2.7)	—		—		—		—		2.7	(341.7)		(341.7)
Issuances and deferrals, net for stock based compensation(1)	0.2	—		17.0		—		—		(0.2)	10.2		27.2
Balance as of September 30, 2020	53.2	$	78.7	$	433.6	$	(131.9)	$	3,876.1	25.2	$	(1,781.2)	$	2,475.3
Balance as of December 31, 2020	52.9	$	78.7	$	441.7	$	(97.0)	$	3,928.7	25.5	$	(1,814.4)	$	2,537.7
Net income	—	—		—		—		293.6		—	—		293.6
Other comprehensive loss, net of tax	—	—		—		(4.2)		—		—	—		(4.2)
Dividends - $1.59 per share	—	—		—		—		(84.4)		—	—		(84.4)
Repurchases of common stock	(1.7)	—		—		—		—		1.7	(290.6)		(290.6)
Issuances and deferrals, net for stock based compensation(1)	0.9	—		32.1		—		—		(0.9)	60.6		92.7
Balance as of September 30, 2021	52.1	$	78.7	$	473.8	$	(101.2)	$	4,137.9	26.3	$	(2,044.4)	$	2,544.8

(1)Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity.

See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)

7

Carlisle Companies Incorporated

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, as revised by the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 14, 2021 (the "2020 Annual Report on Form 10-K").

The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.

In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented.

Discontinued Operations

The results of operations for the Company's Carlisle Brake & Friction ("CBF") segment, which was sold to BRWS Parent LLC, a portfolio company of One Rock Capital Partners (“CentroMotion”) on August 2, 2021, have been classified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Income. Assets and liabilities subject to the sale agreement for CBF have been classified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 4 for additional information.

Note 2—Segment Information

The Company reports its results of operations through the following three segments, each of which represents a reportable segment as follows:

Carlisle Construction Materials ("CCM")—this segment produces a complete range of building envelope products for commercial, industrial and residential buildings, including single-ply roofing, rigid foam insulations, spray polyurethane foam technologies, architectural metal, heating, ventilation and air conditioning ("HVAC") hardware and sealants, below-grade waterproofing, and air and vapor barrier systems focused on the weatherproofing and thermal performance of the building envelope.

Carlisle Interconnect Technologies ("CIT")—this segment produces high-performance wire and cable, including optical fiber, for the commercial aerospace, military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in addition to engineering and certification services.

Carlisle Fluid Technologies ("CFT")—this segment produces highly engineered liquid, powder, sealants and adhesives finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and automotive refinishing markets.

8

A summary of segment information follows:

	Three Months Ended September 30,
	2021				2020
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	1,065.8	$	187.1	$	823.5	$	181.3
Carlisle Interconnect Technologies	178.7		(0.5)		168.5		(3.7)
Carlisle Fluid Technologies	71.1		4.7		65.0		4.4
Segment total	1,315.6		191.3		1,057.0		182.0
Corporate and unallocated(1)	—		(24.8)		—		(27.2)
Total	$	1,315.6	$	166.5	$	1,057.0	$	154.8
	Nine Months Ended September 30,
	2021				2020
(in millions)	Revenues		Operating Income (Loss)		Revenues		Operating Income (Loss)
Carlisle Construction Materials	$	2,722.4	$	485.8	$	2,234.8	$	426.6
Carlisle Interconnect Technologies	503.4		(24.1)		577.0		11.2
Carlisle Fluid Technologies	208.5		15.6		169.8		2.0
Segment total	3,434.3		477.3		2,981.6		439.8
Corporate and unallocated(1)	—		(92.3)		—		(63.3)
Total	$	3,434.3	$	385.0	$	2,981.6	$	376.5

(1)Corporate operating loss includes other unallocated costs, primarily general corporate expenses.

Note 3—Acquisitions

ASP Henry Holdings, Inc

On September 1, 2021, the Company acquired ASP Henry Holdings, Inc. (“Henry”), a leading provider of building envelope systems, from affiliated funds managed by American Securities LLC, for consideration of $1,608.2 million, including $34.3 million of cash acquired, subject to working capital and other customary post-closing adjustments. The Company funded the acquisition with borrowings from its Revolving Credit Facility (the "Facility") and cash on hand. The Company subsequently repaid the borrowings from the Facility with proceeds from its public offering of $300 million in aggregate principal amount of its 0.55% senior notes due in September 2023 and $550 million in aggregate principal amount of its 2.20% senior notes due in March 2032 (refer to Note 12).

Henry contributed revenues of $49.6 million and an operating loss of $2.9 million for the period from September 1, 2021, to September 30, 2021. The operating loss for the period from September 1, 2021, to September 30, 2021, includes $5.0 million of incremental cost of goods sold related to measuring inventory at fair value, and $3.7 million, $1.9 million and $1.2 million of amortization expense of customer relationships, trade names and acquired technology, respectively. Henry's results of operations are reported as part of the CCM segment.

The Henry amounts included in the pro forma financial information below are based on Henry’s historical results and therefore may not be indicative of the actual results if Henry had been owned by the Company on January 1, 2020. The pro forma adjustments represent management’s best estimates based on information available at the time the pro forma information was prepared and may differ from the adjustments that may have been required had the Company owned Henry on January 1, 2020. Accordingly, pro forma information should not be relied upon as being indicative of the historical results that would have been realized had the acquisition occurred as of January 1, 2020 or the results that may be achieved in the future.

9

The unaudited combined pro forma financial information presented below includes revenues and income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2020, based on the purchases price allocation presented below:

	Unaudited Pro Forma				Unaudited Pro Forma
	Three months ended September 30,				Nine Months Ended September 30,
(in millions)	2021		2020		2021		2020
Revenues	$	1,415.7	$	1,199.6	$	3,794.6	$	3,331.4
Income from continuing operations	$	123.9	$	107.5	$	264.6	$	221.2

The pro forma financial information reflects adjustments to Henry's historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the preliminary fair value adjustments of the acquired net assets of $13.6 million in the three months ended September 30, 2021, $54.4 million in the nine months ended September 30, 2021, $20.3 million in the three months ended September 30, 2020, and $61.1 million in the nine months ended September 30, 2020, together with the associated tax effects. The pro forma financial information also reflects cost of goods sold related to the fair valuation of inventory described above, and $17.3 million of acquisition-related costs primarily related to professional fees, as if they occurred in 2020.

The following table summarizes the consideration transferred to acquire Henry 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 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 for all acquired assets and liabilities.

	Preliminary Allocation
(in millions)	As of 9/1/2021
Total cash consideration transferred	$	1,608.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	34.3
Receivables, net	79.0
Inventories	59.4
Prepaid expenses and other current assets	10.5
Property, plant and equipment	53.6
Definite-lived intangible assets	735.1
Other long-term assets	3.6
Accounts payable	(77.9)
Accrued and other current liabilities	(28.7)
Short-term debt	(1.0)
Contract liabilities	(2.6)
Other long-term debt	(0.8)
Other long-term liabilities	(5.9)
Deferred income taxes	(153.4)
Total identifiable net assets	705.2
Goodwill	$	903.0

The goodwill recognized in the acquisition of Henry is attributable to its significant supply chain efficiencies, other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired $81.8 million of gross contractual accounts receivable, of which $2.9 million was not expected to be collected at the date of acquisition. Goodwill of $50.9 million is tax deductible in the United States. All of the goodwill has been preliminarily assigned to the CCM reporting unit, which aligns with the CCM reportable segment.

10

The preliminary fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	448.3	10
Trade names	198.5		9
Technologies	88.2		6
Software	0.1		4
Total	$	735.1

The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $153.4 million.

Motion Tech Automation, LLC

On July 22, 2020, the Company acquired 100% of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $33.3 million, including $0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers.

Consideration of $16.4 million has been allocated to goodwill, $4.3 million to definite-lived intangible assets, $4.9 million to inventory, $2.7 million to accounts receivable and $1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $1.6 million, and recorded an indemnification asset of $1.5 million in other long-term assets, relating to certain pre-acquisition debt and tax withholding liabilities. During the second quarter of 2021, the pre-acquisition debt of $1.4 million was relieved along with the corresponding indemnification asset.

The fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows:

(in millions)	Fair Value		Weighted Average Useful Life (in years)
Technologies	$	2.3	9
Customer relationships	1.0		9
Trade names	1.0		5
Total	$	4.3

All of the $16.4 million value allocated to goodwill is deductible for tax purposes. Goodwill of $11.0 million, $2.8 million and $2.6 million has been assigned to the CCM, CIT and CFT reporting units, respectively, which aligns with the reportable segments.

Note 4—Discontinued Operations

On August 2, 2021, the Company completed the sale of CBF to CentroMotion, for gross proceeds of (i) $250 million cash at closing, subject to certain adjustments, and (ii) the right to receive up to an additional $125 million based on CBF's achievement of certain performance targets. Accordingly, the Company has booked a receivable of $125 million in other current assets on the Condensed Consolidated Balance Sheets. The sale of CBF is consistent with the Company's optimization strategy, as laid out in Vision 2025.

11

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income and Comprehensive Income follows:

(in millions)	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Revenues	$	32.8	$	69.7	$	219.7	$	199.5
Cost of goods sold	23.9		57.2		171.3		167.0
Other operating expenses, net	4.5		11.5		28.3		37.1
Operating income (loss)	4.4		1.0		20.1		(4.6)
Other non-operating expense, net	—		0.5		0.2		0.1
Income (loss) from discontinued operations before income taxes and loss on sale	4.4		0.5		19.9		(4.7)
Loss on sale of discontinued operations	(2.2)		—		(6.9)		—
Income (loss) from discontinued operations before i