Acquisitions

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Acquisitions

Acquisitions

2024 Acquisition

MTL Holdings

On May 1, 2024, the Company completed the acquisition of 100% of the equity of MTL Holdings LLC ("MTL") for cash consideration of $424.6 million, including $10.3 million of cash acquired, subject to certain customary post-closing purchase price adjustments. MTL is a leading provider of prefabricated perimeter edge metal systems and non-insulated architectural metal wall systems for commercial, institutional and industrial buildings.

In the three months ended September 30, 2024 and for the period from May 1, 2024 to September 30, 2024, MTL contributed revenues of $33.3 million and $55.2 million, respectively, and operating income of $3.8 million and $5.6 million, respectively. 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 MTL 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 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 for all acquired assets and liabilities.

	Preliminary Allocation		Measurement Period Adjustments		Preliminary Allocation
(in millions)	As of 5/1/2024				As of 9/30/2024
Total cash consideration transferred	$	423.1	$	1.5	$	424.6
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	10.3		—		10.3
Receivables, net	14.0		—		14.0
Inventories	17.2		—		17.2
Prepaid expenses and other current assets	0.9		—		0.9
Property, plant and equipment	10.7		—		10.7
Definite-lived intangible assets	248.3		—		248.3
Other long-term assets	8.1		—		8.1
Accounts payable	(5.9)		—		(5.9)
Accrued and other current liabilities	(6.1)		—		(6.1)
Deferred income taxes	(6.9)		—		(6.9)
Other long-term liabilities	(6.7)		—		(6.7)
Total identifiable net assets	283.9		—		283.9
Goodwill	$	139.2	$	1.5	$	140.7

The goodwill recognized in the acquisition of MTL reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies, the value of the assembled workforce to Carlisle and opportunities for product line expansions. The Company acquired $14.1 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 preliminarily assigned to the Carlisle Architectural Metals reporting unit, which is part of the CCM reportable segment. Goodwill totaled $140.7 million, of which $134.0 million is deductible for tax purposes. 

The preliminary fair values 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	$	183.1	13
Trade names	44.6		19
Technologies	18.1		11
Software	2.5		5
Total	$	248.3

The Company has also preliminarily recorded, as part of the purchase price allocation, deferred tax liabilities primarily related to intangible assets of approximately $6.9 million.

2023 Acquisition

Polar Industries

On November 8, 2023, the Company completed the acquisition of select assets of Polar Industries, Inc., Fox Transport, Inc. and LRH, LLC (collectively “Polar”) for cash consideration of $36.1 million, subject to certain customary post-closing purchase price adjustments, which were finalized in the first quarter of 2024. Polar is a manufacturer of expanded polystyrene and graphite polystyrene for residential and commercial applications.

The Company has allocated consideration of $20.9 million to goodwill, all of which is deductible for tax purposes. The Company assigned all of the goodwill to the CWT reporting unit, which is part of the CWT reportable segment. The Company allocated consideration of $2.6 million to customer relationships, with a useful life of nine years,

$9.4 million to property, plant and equipment, $1.8 million to inventory, $1.8 million to accounts receivable, $0.2 million to accounts payable and $0.2 million to accrued and other current liabilities.

Subsequent Event

PFB Holdco

On October 17, 2024, the Company entered into a definitive agreement to acquire 100% of the equity of PFB Holdco, Inc. ("Plasti-Fab") for cash consideration of $259.5 million, subject to certain customary purchase price adjustments. Plasti-Fab is a leading vertically integrated provider of expanded polystyrene insulation products across Canada and the Midwestern United States. The transaction is subject to customary closing conditions, including regulatory clearances, and is expected to close in the fourth quarter of 2024.