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Acquisitions | 12 Months Ended
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Dec. 31, 2017
Business Combinations [Abstract] |
Acquisitions | —Acquisitions 2017 Acquisitions Accella Holdings LLC On November 1, 2017, the Company acquired 100% of the equity of Accella Holdings LLC, the parent company to Accella Performance Materials Inc. (collectively “Accella”), a specialty polyurethane platform, from Accella Performance Materials LLC, a subsidiary of Arsenal Capital Partners, for total consideration of $670.7 million, subject to a cash, working capital and indebtedness settlement, which the Company expects to finalize in the first quarter of 2018. Accella offers a wide range of polyurethane products and solutions across a broad diversity of markets and applications. The Company funded the acquisition with borrowings from the Revolving Credit Facility (refer to Note 12 for subsequent refinancing transactions). Accella contributed net sales of $64.0 million and an operating loss of $9.0 million for the period from November 1, 2017, to December 31, 2017. The operating loss for the period from November 1, 2017, to December 31, 2017, includes $5.5 million of incremental cost of goods sold related to measuring inventory at fair value, $2.0 million, $1.8 million and $0.8 million of amortization expense of customer relationships, acquired technology and trade names, respectively and $1.1 million of acquisition-related costs related primarily to professional fees. The results of operations of the acquired business are reported as part of the CCM segment. The Accella amounts included in the pro forma financial information below are based on Accella’s historical results and therefore may not be indicative of the actual results if owned 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, 2016, based on the purchase price allocation presented below:
|  | Unaudited Pro Forma
|  | Twelve Months Ended December 31,
(in millions) |  | 2017 |  | 2016
Net sales |  | $ | 4,439.4 |  |  | $ | 4,029.8 |
Income from continuing operations |  | 351.8 |  |  | 235.2 |
The pro forma financial information reflects adjustments to Accella'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 $10.8 million in 2017 and $8.5 million in 2016, together with the associated tax effects. Also, the pro forma financial information reflects costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in 2016. The following table summarizes the consideration transferred to acquire Accella 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
(in millions) |  | As of 11/1/2017
Total cash consideration transferred |  | $ | 670.7 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |
Cash and cash equivalents |  | $ | 16.5 |
Receivables, net |  | 66.8 |
Inventories |  | 48.5 |
Prepaid expenses and other current assets |  | 0.9 |
Property, plant and equipment |  | 59.6 |
Definite-lived intangible assets |  | 240.0 |
Other long-term assets |  | 15.6 |
Accounts payable |  | (45.5 | )
Income tax payable |  | 2.0 |
Accrued expenses |  | (23.2 | )
Other long-term liabilities |  | (15.6 | )
Deferred income taxes |  | (83.5 | )
Total identifiable net assets |  | 282.1 |
Goodwill |  | $ | 388.6 |
The goodwill recognized in the acquisition of Accella is attributable to its significant supply chain efficiencies and other administrative opportunities and the strategic value of the business to Carlisle, in addition to opportunities for product line expansions. The Company acquired $68.5 million of gross contractual accounts receivable, of which $1.7 million was not expected to be collected at the date of acquisition. Goodwill of $38.5 million is tax deductible, primarily in the United States. All of the goodwill has been preliminarily assigned to the CCM reporting unit which aligns with the CCM reportable segment. The $240.0 million value allocated to definite-lived intangible assets consists of $146.0 million of customer relationships with useful lives ranging from 9 to 12 years, various acquired technologies of $66.0 million with useful lives ranging from 3 to 14 years and trade names of $28.0 million with useful lives ranging from 4 to 14 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $25.0 million, and recorded an indemnification asset of $15.6 million in other long-term assets relating to the indemnification for a pre-acquisition income tax liability. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $83.5 million. See Note 6 for further information regarding tax uncertainties acquired in the Accella acquisition. Excluding Accella, proforma results of operations for the 2017 acquisitions have not been presented because the effect of these acquisitions was not material to the Company's financial condition or results of operations for any of the periods presented. Drexel Metals On July 3, 2017, the Company acquired 100% of the equity of Drexel Metals, Inc., (“Drexel Metals”) for total consideration of $55.8 million. Drexel Metals is a leading provider of architectural standing seam metal roofing systems for commercial, institutional and residential applications. For the period from July 3, 2017, to December 31, 2017, Drexel Metals contributed net sales of $26.8 million and an operating loss of $0.2 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CCM segment. Consideration has been preliminarily allocated to goodwill of $26.9 million, $19.0 million to definite-lived intangible assets, $10.4 million to indefinite-lived intangible assets, $8.8 million to inventory, $5.3 million to accounts receivable, $5.8 million to accounts payable and $10.8 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of nine years. Of the $26.9 million of goodwill, none is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment. Arbo On January 31, 2017, the Company acquired 100% of the equity of Arbo Holdings Limited (“Arbo”) for total consideration of GBP 9.1 million or $11.5 million, including the estimated fair value of contingent consideration of GBP 2.0 million or $2.5 million and a working capital settlement, which was finalized in the second quarter of 2017. Arbo is a provider of sealants, coatings and membrane systems used for waterproofing and sealing buildings and other structures. For the period from January 31, 2017, to December 31, 2017, Arbo contributed net sales of $14.0 million and operating income of $0.3 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CCM segment. Consideration has been allocated to goodwill of $4.7 million, $2.2 million to definite-lived intangible assets, $2.1 million to inventory, $1.6 million to indefinite-lived intangibles, $1.5 million to accounts receivable, $1.4 million to accounts payable and $1.4 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of 15 years. Of the $4.7 million of goodwill, $1.3 million is deductible for tax purposes. All of the goodwill was assigned to the CCM reporting unit, which aligns with the reportable segment. San Jamar On January 9, 2017, the Company acquired 100% of the equity of SJ Holdings, Inc. (“San Jamar”) for total consideration of $217.2 million. San Jamar is a provider of universal dispensing systems and food safety products for foodservice and hygiene applications. San Jamar complements the operating performance at CFS by adding new products, opportunities to expand the Company's presence in complementary sales channels and a history of profitable growth. For the period from January 9, 2017, to December 31, 2017, San Jamar contributed net sales of $86.3 million and operating income of $5.9 million to the Company's consolidated results. The results of operations of the acquired business are reported within the CFS segment. The following table summarizes the consideration transferred to acquire San Jamar 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 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 1/9/2017 |  |  | As of 12/31/2017
Total consideration transferred |  | $ | 217.2 |  |  | $ | — |  |  | $ | 217.2 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 3.5 |  |  | $ | — |  |  | $ | 3.5 |
Receivables |  | 9.1 |  |  | — |  |  | 9.1 |
Inventories |  | 13.1 |  |  | 0.4 |  |  | 13.5 |
Prepaid expenses and other current assets |  | 2.3 |  |  | 0.2 |  |  | 2.5 |
Property, plant and equipment |  | 4.2 |  |  | — |  |  | 4.2 |
Definite-lived intangible assets |  | 135.1 |  |  | (0.2 | ) |  | 134.9 |
Indefinite-lived intangible assets |  | 23.6 |  |  | — |  |  | 23.6 |
Other long-term assets |  | 3.2 |  |  | — |  |  | 3.2 |
Accounts payable |  | (7.0 | ) |  | (0.1 | ) |  | (7.1 | )
Income tax payable |  | (0.5 | ) |  | — |  |  | (0.5 | )
Accrued expenses |  | (4.3 | ) |  | (0.7 | ) |  | (5.0 | )
Other long-term liabilities |  | (4.8 | ) |  | 0.3 |  |  | (4.5 | )
Deferred income taxes |  | (47.2 | ) |  | (2.4 | ) |  | (49.6 | )
Total identifiable net assets |  | 130.3 |  |  | (2.5 | ) |  | 127.8 |
Goodwill |  | $ | 86.9 |  |  | $ | 2.5 |  |  | $ | 89.4 |
The valuation of property, plant and equipment, intangible assets and income tax obligations is final as of December 31, 2017. The goodwill recognized in the acquisition of San Jamar is attributable to its experienced workforce, expected operational improvements through implementation of the Carlisle Operating System ("COS"), 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. Of the $89.4 million of goodwill, $5.2 million is deductible for tax purposes. All of the goodwill was assigned to the CFS reporting unit, which aligns with the reportable segment. The $134.9 million value allocated to definite-lived intangible assets consists of $97.8 million of customer relationships with an estimated useful life of 13 years, various acquired technologies of $36.4 million with useful lives ranging from seven to 10 years and a non-compete agreement of $0.7 million with an estimated useful life of two years. Indefinite-lived intangible assets consist of acquired trade names. As a result of the acquisition, the Company recognized approximately $4.5 million of pre-acquisition tax liabilities, with a corresponding indemnification asset of $3.6 million, as the seller has indemnified Carlisle for certain of these liabilities. The indemnification asset will be subsequently measured and recognized on the same basis as the corresponding liability. The related seller indemnification asset will expire in stages through the third quarter of 2021 unless claims are made against the seller prior to that date. 2016 Acquisitions Proforma results of operations for the 2016 acquisitions have not been presented because the effect of these acquisitions was not material to the Company's financial condition or results of operations for any of the periods presented. Star Aviation On October 3, 2016, the Company acquired 100% of the equity of Star Aviation, Inc. (“Star Aviation”), for total consideration of $82.7 million. Star Aviation is a provider of design and engineering services, testing and certification work and manufactured products for in-flight connectivity applications on commercial, business and military aircraft. The following table summarizes the consideration transferred to acquire Star Aviation 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 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 10/3/2016 |  |  | As of 9/30/2017
Total consideration transferred |  | $ | 82.7 |  |  | $ | — |  |  | $ | 82.7 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 0.3 |  |  | $ | — |  |  | $ | 0.3 |
Receivables |  | 5.9 |  |  | (0.1 | ) |  | 5.8 |
Inventories |  | 3.1 |  |  | (0.2 | ) |  | 2.9 |
Prepaid expenses and other current assets |  | 0.1 |  |  | — |  |  | 0.1 |
Property, plant and equipment |  | 3.3 |  |  | (0.3 | ) |  | 3.0 |
Definite-lived intangible assets |  | 29.0 |  |  | — |  |  | 29.0 |
Accounts payable |  | (1.3 | ) |  | 0.2 |  |  | (1.1 | )
Accrued expenses |  | (0.8 | ) |  | 0.1 |  |  | (0.7 | )
Total identifiable net assets |  | 39.6 |  |  | (0.3 | ) |  | 39.3 |
Goodwill |  | $ | 43.1 |  |  | $ | 0.3 |  |  | $ | 43.4 |
The valuation of property, plant and equipment and intangible assets is final as of September 30, 2017. The goodwill recognized in the acquisition of Star Aviation is attributable to its experienced workforce, expected operational improvements through implementation of the COS, 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. Goodwill of $43.4 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $29.0 million value allocated to definite-lived intangible assets consists of $23.9 million of customer relationships with useful lives ranging from five to 10 years, various acquired technologies of $4.7 million with useful a useful life of six years and a non-compete agreement of $0.4 million with a useful life of five years. 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 $96.6 million. 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 following table summarizes the consideration transferred to acquire Micro-Coax 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 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 6/10/2016 |  |  | As of 6/30/2017
Total consideration transferred |  | $ | 97.3 |  |  | $ | (0.7 | ) |  | $ | 96.6 |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | $ | 1.5 |  |  | $ | — |  |  | $ | 1.5 |
Receivables |  | 6.3 |  |  | — |  |  | 6.3 |
Inventories |  | 8.6 |  |  | — |  |  | 8.6 |
Prepaid expenses and other current assets |  | 0.4 |  |  | (0.1 | ) |  | 0.3 |
Property, plant and equipment |  | 30.0 |  |  | (14.0 | ) |  | 16.0 |
Definite-lived intangible assets |  | 31.5 |  |  | (5.0 | ) |  | 26.5 |
Indefinite-lived intangible assets |  | 2.0 |  |  | (2.0 | ) |  | — |
Other long-term assets |  | 1.0 |  |  | — |  |  | 1.0 |
Accounts payable |  | (1.7 | ) |  | — |  |  | (1.7 | )
Accrued expenses |  | (2.4 | ) |  | (0.1 | ) |  | (2.5 | )
Total identifiable net assets |  | 77.2 |  |  | (21.2 | ) |  | 56.0 |
Goodwill |  | $ | 20.1 |  |  | $ | 20.5 |  |  | $ | 40.6 |
The valuation of property, plant and equipment and intangible assets is final as of June 30, 2017. The goodwill recognized in the acquisition of Micro-Coax is attributable to its experienced workforce, expected operational improvements through implementation of the COS, 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. Goodwill of $40.6 million is deductible for tax purposes in the U.S. All of the goodwill was assigned to the CIT reporting unit which aligns with the reportable segment. The $26.5 million value allocated to definite-lived intangible assets consists of $14.5 million of customer relationships with a useful life of 12 years, various acquired technologies of $10.6 million with a useful life of seven years, an amortizable trade name of $0.9 million with a useful life of 10 years and a non-compete agreement of $0.5 million with a useful life of three years. MS Oberflächentechnik AG On February 19, 2016, the Company acquired 100% of the equity of MS Oberflächentechnik AG (“MS Powder”), 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 estimated fair value of contingent consideration of CHF 4.3 million, or $4.3 million. Consideration has been allocated to definite-lived intangible assets of $9.7 million, $4.1 million to indefinite-lived intangible assets and $2.2 million to deferred tax liabilities, with $2.9 million allocated to goodwill. Definite-lived intangible assets consist of $8.3 million of technology with a useful life of seven years and customer relationships of $1.4 million with a useful life of 10 years. None of the goodwill is deductible for tax purposes. All of the goodwill was assigned to the CFT reporting unit, which aligns with the reportable segment. 2015 Acquisition Finishing Brands On April 1, 2015, the Company acquired 100% of the Finishing Brands business from Graco Inc. for total consideration of $611.1 million. The Company funded the acquisition with cash on hand. The Company reports the results of the acquired business as the CFT segment. Finishing Brands contributed net sales of $203.2 million and operating income of $20.9 million for the period from April 1, 2015 to December 31, 2015. Operating income for the period from April 1, 2015 to December 31, 2015 includes $8.6 million of incremental cost of goods sold related to measuring inventory at fair value and $0.7 million of acquisition-related costs related primarily to professional fees, as well as $9.3 million and $3.9 million of amortization expense of customer relationships and acquired technology, respectively. 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:
|  | Unaudited Pro Forma
(in millions) |  | Twelve Months Ended December 31, 2015
Net sales |  | $ | 3,604.4 |
Income from continuing operations |  | 332.2 |
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 preliminary fair value adjustments of the acquired net assets, together with the associated tax effects. Also, the pro forma financial information reflects costs of goods sold related to the fair valuation of inventory and acquisition-related costs described above as if they occurred in 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 assumed 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
(in millions) |  | As of 4/1/2015 |  |  | As of 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 COS, 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, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $28.2 million. See Note 10 for further information regarding deferred tax liabilities acquired in the Finishing Brands acquisition. Prior Acquisition Matters LHi Technology In conjunction with the October 2014 acquisition of LHi Technology (“LHi”), 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. During the third quarter of 2016, the Company concluded that $2.6 million of the indirect tax uncertainties were no longer probable, therefore resulting in the reversal of the related indemnification asset and the corresponding liability. During the third quarter of 2017, the escrow covering the remaining direct and indirect tax uncertainties expired and the remaining indirect tax uncertainties were no longer probable, resulting in the reversal of the $6.1 million indemnification asset and corresponding $1.5 million liability, with the net change of $4.6 million reflected in the non-operating (income) expense, net in the Consolidated Statement of Earnings.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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