Acquisitions

6 Months Ended

Jun. 30, 2019

Petersen Aluminum Corporation

On January 11, 2019, the Company acquired 100% of the equity of Petersen Aluminum Corporation ("Petersen"), for consideration of $207.2 million, including $5.2 million of cash acquired, and post-closing adjustments, which were finalized in the first quarter of 2019. Petersen is a manufacturer and distributor of market leading architectural metal roof panels, steel and aluminum flat sheets and coils, wall panels, perimeter roof edge systems and related accessories for commercial, residential, institutional, industrial and agricultural markets.

In the three months ended June 30, 2019, and the period from January 11, 2019 to June 30, 2019, Petersen contributed revenues of $48.3 million and $83.8 million, respectively, and operating income of $3.7 million and $3.6 million, respectively, to the Company's consolidated results. 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 Petersen 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 studies.


	Preliminary Allocation		Measurement Period Adjustments		Preliminary Allocation
(in millions)	As of 1/11/2019						6/30/2019
Total cash consideration transferred	$	207.2	$	—	$	207.2
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	5.2		—		5.2
Receivables, net	11.5		—		11.5
Inventories, net	39.5		(0.3)		39.2
Prepaid expenses and other current assets	2.1		—		2.1
Property, plant and equipment	17.8		—		17.8
Definite-lived intangible assets	109.3		0.8		110.1
Other long-term assets	9.5		—		9.5
Accounts payable	(5.9)		—		(5.9)
Income tax payable	1.7		—		1.7
Accrued liabilities and other	(8.7)		—		(8.7)
Other long-term liabilities	(12.4)		—		(12.4)
Deferred income taxes	(25.4)		(0.2)		(25.6)
Total identifiable net assets	144.2		0.3		144.5
Goodwill	$	63.0	$	(0.3)	$	62.7

The preliminary goodwill recognized in the acquisition of Petersen reflects market participant synergies attributable to significant raw material purchase synergies with CCM, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $11.6 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 CCM reporting unit, which aligns with the CCM reportable segment, and none of the goodwill is deductible for tax purposes. The $110.1 million preliminary value allocated to definite-lived intangible assets consists of $79.7 million of customer relationships with a useful life of 11 years, $27.9 million of trade names with a useful life of 17 years and various acquired technologies of $2.5 million with a useful life of 10 years. In accordance with the purchase agreement, Carlisle is indemnified for up to $5.2 million, and recorded an indemnification asset of $5.2 million in other long-term assets relating to the indemnification for pre-acquisition income tax liabilities. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $25.6 million.

MicroConnex Corporation

On April 1, 2019, the Company acquired 100% of the equity of MicroConnex Corporation ("MicroConnex") for cash consideration of approximately $46.8 million. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets.

MicroConnex contributed revenues of $3.0 million and an operating loss of $0.6 million for the period from April 1, 2019 to June 30, 2019. The results of operations of the acquired business are reported within the CIT segment.

Consideration has been preliminarily allocated to goodwill of $15.8 million, $27.4 million to definite-lived intangible assets, $0.9 million to inventory, $3.4 million to accounts receivable, $0.6 million to accounts payable and $7.0 million to deferred income and other taxes payable. Definite-lived intangible assets consist of customer relationships with an estimated useful life of 12 years, trade names with a useful life of 17 years and acquired technologies with a useful life of 5 years. Of the $15.8 million of goodwill, none is deductible for tax purposes. All of the goodwill has been preliminarily assigned to the CIT reporting unit, which aligns with the reportable segment.