Acquisitions

9 Months Ended

Sep. 30, 2022

Business Combination and Asset Acquisition [Abstract]

MBTechnology

On February 1, 2022, the Company acquired 100% of the equity of MBTechnology (“MBTech”), for consideration of $26.3 million, including $1.6 million of cash acquired and post-closing adjustments, which were finalized in the second quarter of 2022. MBTech is a manufacturer of energy-efficient roofing and underlayment systems for residential and commercial applications.

In the three months ended September 30, 2022, and for the period from February 1, 2022 to September 30, 2022, the related product lines contributed revenues of $3.4 million and $9.5 million, respectively, and operating income of $0.6 million and $0.7 million, respectively. The results of operations of MBTech are reported within the CWT segment.

Consideration of $12.5 million has been allocated to goodwill, none of which is deductible for tax purposes. All of the goodwill was preliminarily assigned to the CCM reporting unit. Consideration of $7.9 million has been allocated to customer relationships, with a useful life of nine years, $3.4 million to plant, property and equipment, $2.8 million to inventory, $0.8 million to accounts receivable and $0.5 million to accounts payable.

ASP Henry Holdings, Inc.

On September 1, 2021, the Company acquired ASP Henry Holdings, Inc. (“Henry”), a provider of building envelope systems, for consideration of $1,605.6 million, including $34.3 million of cash acquired and post-closing adjustments, which were finalized in the fourth quarter of 2021. 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 September 2021 public offering of $300.0 million in aggregate principal amount of its 0.55% senior notes due in September 2023 and $550.0 million in aggregate principal amount of its 2.20% senior notes due in March 2032 (refer to Note 12).

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.

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
(in millions)	Three Months Ended September 30, 2021		Nine Months Ended September 30, 2021
Revenues	$	1,415.7	$	3,794.6
Income from continuing operations	129.1		279.1

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 fair value adjustments of the acquired net assets of $9.6 million in the three months ended September 30, 2021, and $38.4 million in the nine months ended September 30, 2021, together with the associated tax effects.

The following table summarizes the consideration transferred to acquire Henry 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 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.


	Preliminary Allocation		Measurement Period Adjustments		Final Allocation
(in millions)	As of 9/1/2021				As of 8/31/2022
Total cash consideration transferred	$	1,608.2	$	(2.6)	$	1,605.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	34.3		—		34.3
Receivables, net	79.0		—		79.0
Inventories	59.4		(9.4)		50.0
Prepaid expenses and other current assets	10.5		—		10.5
Property, plant and equipment	53.6		8.2		61.8
Intangible assets	735.1		445.9		1,181.0
Other long-term assets	3.6		8.3		11.9
Accounts payable	(77.9)		2.3		(75.6)
Accrued and other current liabilities	(28.7)		(0.4)		(29.1)
Short-term debt	(1.0)		—		(1.0)
Contract liabilities	(2.6)		—		(2.6)
Other long-term debt	(0.8)		—		(0.8)
Other long-term liabilities	(5.9)		(9.8)		(15.7)
Deferred income taxes	(153.4)		(109.7)		(263.1)
Total identifiable net assets	705.2		335.4		1,040.6
Goodwill	$	903.0	$	(338.0)	$	565.0

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 $81.9 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 was preliminarily assigned to the CCM reporting unit.

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


(in millions)	Fair Value		Weighted Average Useful Life (in years)
Customer relationships	$	914.0	18
Technologies	46.5		11
Software	0.1		4
Indefinite-lived trade name	220.4		N/A
Total	$	1,181.0

The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $263.1 million.