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Acquisitions | 12 Months Ended
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Dec. 31, 2019
Business Combinations [Abstract] |
Acquisitions | —Acquisitions 2019 Acquisitions Providien, LLC On November 20, 2019, the Company completed its acquisition of Providien, LLC ("Providien"), for consideration of $332.1 million, including $3.4 million of cash acquired, subject to post-closing adjustments. Providien is a leading provider of comprehensive manufacturing solutions for global medical device original equipment manufacturers, including: thermoforming, medical device contract manufacturing, precision machining and metals, and medical injection molding. For the period from November 20, 2019 to December 31, 2019, Providien contributed revenues of $11.3 million and operating income of $0.1 million to the Company's consolidated results. The results of operations of the acquired business are reported as part of the CIT segment. The following table summarizes the consideration transferred to acquire Providien 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 |  |  |  |
(in millions) |  | As of 11/20/2019 |  |  |  |
Total cash consideration transferred |  | $ | 332.1 |  |  |  |  |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |
Cash and cash equivalents |  | 3.4 |  |  |  |  |
Receivables, net |  | 38.9 |  |  |  |  |
Inventories, net |  | 2.7 |  |  |  |  |
Prepaid expenses and other current assets |  | 2.3 |  |  |  |  |
Property, plant and equipment |  | 12.9 |  |  |  |  |
Definite-lived intangible assets |  | 135.4 |  |  |  |  |
Other long-term assets |  | 7.1 |  |  |  |  |
Accounts payable |  | (6.0) |  |  |  |  |
Income tax payable |  | (0.7) |  |  |  |  |
Accrued and other current liabilities |  | (7.0) |  |  |  |  |
Other long-term liabilities |  | (8.1) |  |  |  |  |
Deferred income taxes |  | (27.1) |  |  |  |  |
Total identifiable net assets |  | 153.8 |  |  |  |  |
Goodwill |  | $ | 178.3 |  |  |  |  |
The preliminary goodwill recognized in the acquisition of Providien reflects market participant synergies attributable to significant raw material purchase synergies with CIT, other administrative synergies and the assembled workforce to Carlisle, in addition to opportunities for product line expansions. The Company acquired $38.9 million of gross contractual accounts receivable, of which less than $0.1 million was not expected to be collected at the date of acquisition. All of the goodwill has been preliminarily assigned to the CIT reporting unit, which aligns with the CIT reportable segment. Of the goodwill, $42.9 million is preliminarily deductible for tax purposes. The $135.4 million preliminary value allocated to definite-lived intangible assets consists of $111.7 million of customer relationships with a useful life of 14 years, various acquired technologies of $19.5 million with a useful life of six or 11 years and trade names of $4.1 million with a useful life of two years. The Company has also recorded, as part of the purchase price allocation, deferred tax liabilities related to intangible assets of approximately $27.1 million. 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 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. For the period from January 11, 2019 to December 31, 2019, Petersen contributed revenues of $176.2 million and operating income of $9.8 million 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 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 1/11/2019 |  |  |  | 12/31/2019
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 and other current liabilities |  | (8.7) |  |  | — |  |  | (8.7) |
Other long-term liabilities |  | (12.4) |  |  | (0.1) |  |  | (12.5) |
Deferred income taxes |  | (25.4) |  |  | (0.2) |  |  | (25.6) |
Total identifiable net assets |  | 144.2 |  |  | 0.2 |  |  | 144.4 |
Goodwill |  | $ | 63.0 |  |  | $ | (0.2) |  |  | $ | 62.8 |
The 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 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 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 $46.2 million, including $0.8 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2019. MicroConnex is a manufacturer of highly engineered microminiature flex circuits and sensors for the medical and test and measurement markets. MicroConnex contributed revenues of $10.2 million and an operating loss of $0.8 million for the period from April 1, 2019 to December 31, 2019. The results of operations of the acquired business are reported within the CIT segment. Consideration of $15.2 million has been allocated to goodwill, $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 taxes. 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 five years. None of the $15.2 million allocated to goodwill is deductible for tax purposes. All of the goodwill has been assigned to the CIT reporting unit, which aligns with the reportable segment. 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 $671.4 million, including a cash, working capital and indebtedness settlement, which was finalized in the first quarter of 2018. Accella offers a wide range of polyurethane products and solutions across a broad array of markets and applications. The Company funded the acquisition with borrowings from the Revolving Credit Facility. Accella contributed revenues 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 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 revenues 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:
(in millions) |  | Unaudited Pro Forma Twelve Months Ended December 31, 2017
Revenues |  | $ | 4,439.4 |
Income from continuing operations |  | 351.8 |
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 fair value adjustments of the acquired net assets of $10.8 million in 2017, 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 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 11/1/2017 |  |  |  | As of 11/1/2018 |  |  |  |
Total cash consideration transferred |  | $ | 670.7 |  |  | $ | 0.7 |  |  | $ | 671.4 |  |  |  |  |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 16.5 |  |  | $ | — |  |  | $ | 16.5 |  |  |  |  |
Receivables, net |  | 66.8 |  |  | — |  |  | 66.8 |  |  |  |  |
Inventories |  | 48.5 |  |  | (1.0) |  |  | 47.5 |  |  |  |  |
Prepaid expenses and other current assets |  | 0.9 |  |  | — |  |  | 0.9 |  |  |  |  |
Property, plant and equipment |  | 59.6 |  |  | 3.2 |  |  | 62.8 |  |  |  |  |
Definite-lived intangible assets |  | 240.0 |  |  | (1.0) |  |  | 239.0 |  |  |  |  |
Other long-term assets |  | 15.6 |  |  | — |  |  | 15.6 |  |  |  |  |
Accounts payable |  | (45.5) |  |  | — |  |  | (45.5) |  |  |  |  |
Income tax payable |  | 2.0 |  |  | — |  |  | 2.0 |  |  |  |  |
Accrued expenses |  | (23.2) |  |  | 9.5 |  |  | (13.7) |  |  |  |  |
Other long-term liabilities |  | (15.6) |  |  | — |  |  | (15.6) |  |  |  |  |
Deferred income taxes |  | (83.5) |  |  | 2.0 |  |  | (81.5) |  |  |  |  |
Total identifiable net assets |  | 282.1 |  |  | 12.7 |  |  | 294.8 |  |  |  |  |
Goodwill |  | $ | 388.6 |  |  | $ | (12.0) |  |  | $ | 376.6 |  |  |  |  |
The goodwill recognized in the acquisition of Accella is attributable to expected synergies related to supply chain efficiencies and other administrative opportunities, 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 $19.7 million is tax deductible, primarily in the United States. All of the goodwill has been assigned to the CCM reporting unit which aligns with the CCM reportable segment. The $239.0 million value allocated to definite-lived intangible assets consists of $145.0 million of customer relationships with useful lives ranging from nine to 11 years, various acquired technologies of $66.0 million with useful lives ranging from three to 14 years and trade names of $28.0 million with useful lives ranging from four 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 $81.5 million. During 2019 and 2018, $1.9 million and $4.6 million, respectively, of certain pre-acquisition income tax uncertainties were resolved, resulting in the reversal of the related indemnification asset and corresponding liability. 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 provider of architectural standing seam metal roofing systems for commercial, institutional and residential applications. Drexel contributed revenues of $26.8 million and an operating loss of $0.2 million for the period from July 3, 2017 to December 31, 2017. The results of operations of the acquired business are reported within the CCM segment. Consideration of $26.9 million has been allocated to goodwill, $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. None of the $26.9 million allocated to goodwill 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. Arbo contributed revenues of $14.0 million and operating income of $0.3 million for the period from January 31, 2017 to December 31, 2017. The results of operations of the acquired business are reported within the CCM segment. Consideration of $4.7 million has been allocated to goodwill, $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.

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