Note 4— Acquisitions

2016 Acquisitions

Micro-Coax

On June 10, 2016, the Company acquired 100% of the equity of Micro-Coax, Inc., and Kroll Technologies, LLC, (collectively “Micro-Coax”) for total consideration of $95.8 million, net of $1.5 million cash acquired, inclusive of an estimated working capital settlement of $0.8 million. The Company expects to finalize the working capital settlement in the third quarter of 2016. The acquired business is a provider of high-performance, high frequency coaxial wire and cable, and cable assemblies to the defense, satellite, test and measurement, and other industrial markets. The results of operations of the acquired business are reported within the Interconnect Technologies segment. See Note 3 for information about the CIT segment.

The following table summarizes the consideration transferred to acquire Micro-Coax and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed. The allocation of the consideration transferred is preliminary pending receipt of the final third-party valuation studies. The Company, therefore, is still awaiting information with respect to the acquisition date fair values principally related to Property, Plant, and Equipment as well as Definite and Indefinite-lived intangible assets. 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 liabilities based upon their acquisition date fair values with the remainder allocated to goodwill.


	Preliminary Allocation
	As of
(in millions)	6/10/2016
Total consideration transferred	$	97.3

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and cash equivalents	$	1.5
Receivables		6.3
Inventories		8.6
Prepaid expenses and other current assets		0.4
Property, plant, and equipment		30.0
Definite-lived intangible assets		31.5
Indefinite-lived intangible assets		2.0
Other long-term assets		1.0
Accounts payable		(1.7)
Accrued expenses		(2.4)

Total identifiable net assets		77.2

Goodwill	$	20.1

The preliminary goodwill recognized in the acquisition of Micro-Coax is attributable to its experienced workforce, expected operational improvements through implementation of the Carlisle Operating System, opportunities for product line expansions in addition to supply chain efficiencies and other administrative opportunities, and the significant strategic value of the business to Carlisle. Preliminary goodwill of $20.1 million is deductible for tax purposes in the United States. All of the preliminary goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. Indefinite-lived intangible assets of $2.0 million represent acquired trade names. The $31.5 million value allocated to definite-lived intangible assets consists of $20.0 million of customer relationships, various acquired technologies of $10.0 million, and a non-compete agreement of $1.5 million.

MS Oberflächentechnik AG

On February 19, 2016, the Company acquired 100% of the equity of MS Oberflächentechnik AG (“MS”), a Swiss-based developer and manufacturer of powder coating systems and related components, for total consideration of CHF 12.3 million, or $12.4 million, including the fair value of contingent consideration of CHF 4.3 million, or $4.3 million. The results of operations of MS are reported within the Fluid Technologies segment. See Note 3 for information about the CFT segment.

Consideration has been primarily allocated $8.5 million to definite-lived intangible assets, $3.6 million to indefinite-lived intangible assets, and $2.3 million to deferred tax liabilities, with $2.3 million allocated to goodwill. Definite-lived intangible assets consist of $7.3 million of technology with a useful life of seven years and customer relationships of $1.2 million with a useful life of ten years.

2015 Acquisition

On April 1, 2015, the Company acquired 100% of the Finishing Brands business from Graco Inc. (“Graco”) for total cash consideration of $598.9 million, net of $12.2 million cash acquired, inclusive of the working capital settlement. The Company funded the acquisition with cash on hand. The Company reports the results of the acquired business as the CFT segment.

The Finishing Brands amounts included in the pro forma financial information below are based on the Finishing Brands’ historical results and, therefore may not be indicative of the actual results if operated by Carlisle. 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 actually have been required. 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 the date indicated or that may be achieved in the future.

The unaudited combined pro forma financial information presented below includes Net sales and Income from continuing operations, net of tax, of the Company as if the business combination had occurred on January 1, 2014 based on the purchase price allocation presented below:


	Pro Forma		Pro Forma
	Three Months Ended June 30,		Six Months Ended June 30,
(in millions)	2015		2015

Net sales	$	984.6	$	1,755.1
Income from continuing operations		102.0		148.2

The pro forma financial information reflects adjustments to Finishing Brands’ historical financial information to apply the Company's accounting policies and to reflect the additional depreciation and amortization related to the final fair value adjustments of the acquired net assets, together with the associated tax effects. Also, the pro forma financial information reflects the non-recurring costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in the first quarter of 2014.

The following table summarizes the consideration transferred to acquire Finishing Brands and the preliminary allocation and measurement period adjustments to arrive at the final 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 liabilities based upon their acquisition date fair values with the remainder allocated to goodwill. The measurement period adjustments resulted primarily from finalizing valuations of inventory with corresponding measurement period adjustment to deferred taxes.


	Preliminary Allocation		Measurement Period Adjustments		Final Allocation
	As of				As of
(in millions)	4/1/2015				3/31/2016
Total cash consideration transferred	$	610.6	$	0.5	$	611.1

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash and cash equivalents	$	12.2	$	-	$	12.2
Receivables		57.3		1.2		58.5
Inventories		40.9		2.2		43.1
Prepaid expenses and other current assets		6.4		(0.2)		6.2
Property, plant, and equipment		41.0		(0.2)		40.8
Definite-lived intangible assets		216.0		-		216.0
Indefinite-lived intangible assets		125.0		-		125.0
Deferred income tax assets		1.9		(1.2)		0.7
Other long-term assets		3.8		(0.3)		3.5
Line of credit		(1.4)		-		(1.4)
Accounts payable		(16.3)		-		(16.3)
Income tax payable		(1.9)		(0.1)		(2.0)
Accrued expenses		(15.6)		-		(15.6)
Deferred income tax liabilities		(28.8)		0.6		(28.2)
Other long-term liabilities		(5.6)		(0.7)		(6.3)

Total identifiable net assets		434.9		1.3		436.2

Goodwill	$	175.7	$	(0.8)	$	174.9

The goodwill recognized in the acquisition of Finishing Brands is attributable to its experienced workforce, the expected operational improvements through implementation of the Carlisle Operating System, opportunities for geographic and product line expansions in addition to supply chain efficiencies and other administrative opportunities, and the significant strategic value of the business to Carlisle. The Company acquired $60.0 million of gross contractual accounts receivable, of which $1.5 million was not expected to be collected at the date of acquisition. Goodwill of $132.9 million is tax deductible, primarily in the United States. All of the goodwill was assigned to the CFT reporting unit which aligns with the reportable segment. Indefinite-lived intangible assets of $125.0 million represent acquired trade names. The $216.0 million value allocated to definite-lived intangible assets consists of $186.0 million of customer relationships with a useful life of 15 years and various acquired technologies of $30.0 million with useful lives ranging from five to eight years. The Company recorded an indemnification asset of $3.0 million in Other long-term assets relating to the indemnification of Carlisle for a pre-acquisition income tax liability in accordance with the purchase agreement. The Company has also recorded deferred tax liabilities related to intangible assets of $28.2 million.

2014 Acquisition

On October 1, 2014, the Company acquired 100% of the equity of LHi Technology (“LHi”) for total cash consideration of $194.0 million, net of $6.7 million cash acquired, inclusive of the working capital settlement. LHi is a leading designer, manufacturer, and provider of cable assemblies and related interconnect components to the medical equipment and device industry. In conjunction with the acquisition, the Company recorded an indemnification asset of $8.7 million in Other long-term assets relating to the indemnification of Carlisle for certain pre-acquisition liabilities, principally related to direct and indirect tax uncertainties. The Company reports the results of the business acquired in the acquisition of LHi within the Interconnect Technologies segment.