XML 21 R10.htm IDEA: XBRL DOCUMENT
v3.25.1

Acquisitions | 3 Months Ended
--- | ---
Mar. 31, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Acquisitions | Acquisitions 2025 Acquisition ThermaFoam On February 3, 2025, the Company completed the acquisition of select assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC, (collectively, "ThermaFoam"), for cash consideration of $52.9 million, subject to customary post-closing purchase price adjustments that are expected to be finalized in the second quarter of 2025. ThermaFoam serves the commercial, residential, and infrastructure construction markets through both the ThermaFoam and PowerFoam brands. The purchase of ThermaFoam is consistent with Carlisle’s Vision 2030 strategy and strategic pivot to a pure play building products company with increased investment in innovation and synergistic acquisitions. ThermaFoam contributed revenues of $3.3 million and operating income of $0.4 million for the period from February 3, 2025, to March 31, 2025. The results of operations of the acquired business are reported as part of the CWT segment. The acquisition has been accounted for using the acquisition method of accounting in accordance with ASC 805, Business Combinations. The following table summarizes the consideration transferred to acquire ThermaFoam and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed 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 2/3/2025 |  |  |  |  |  |
Total cash consideration transferred |  | $ | 52.9 |  |  |  |  |  |  |  |  |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |  |  |  |
Receivables, net |  | 2.7 |  |  |  |  |  |  |  |  |
Inventories |  | 1.4 |  |  |  |  |  |  |  |  |
Other current assets |  | 0.1 |  |  |  |  |  |  |  |  |
Property, plant and equipment |  | 8.8 |  |  |  |  |  |  |  |  |
Other intangible assets |  | 6.7 |  |  |  |  |  |  |  |  |
Accounts payable |  | (0.9) |  |  |  |  |  |  |  |  |
Other current liabilities |  | (0.6) |  |  |  |  |  |  |  |  |
Total identifiable net assets |  | 18.2 |  |  |  |  |  |  |  |  |
Goodwill |  | $ | 34.7 |  |  |  |  |  |  |  |  |
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 |  | $ | 6.5 |  |  | 9
Other intangibles |  | 0.2 |  |  | 5
Total |  | $ | 6.7 |  |  |
2024 Acquisitions PFB Holdco On December 18, 2024, the Company completed the acquisition of 100% of the equity interests of PFB Holdco, Inc. ("PFB") for cash consideration of $265.9 million, including $6.4 million of cash acquired, subject to certain customary purchase price adjustments that are expected to be finalized in the second quarter of 2025. PFB is a leading vertically integrated provider of expanded polystyrene insulation products across Canada and the Midwestern United States. The following table summarizes the consideration transferred to acquire PFB and the preliminary allocation of the purchase price among the assets acquired and liabilities assumed 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 12/18/2024 |  |  | As of 3/31/2025 |  |  |
Total cash consideration transferred |  | $ | 268.9 |  |  | $ | (3.0) |  |  | $ | 265.9 |  |  |  |  |
Recognized amounts of identifiable assets acquired and liabilities assumed: |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | 6.4 |  |  | — |  |  | 6.4 |  |  |  |  |
Receivables, net |  | 9.6 |  |  | — |  |  | 9.6 |  |  |  |  |
Inventories |  | 14.5 |  |  | — |  |  | 14.5 |  |  |  |  |
Other current assets |  | 6.6 |  |  | — |  |  | 6.6 |  |  |  |  |
Property, plant and equipment |  | 31.7 |  |  | — |  |  | 31.7 |  |  |  |  |
Other intangible assets |  | 112.8 |  |  | 11.5 |  |  | 124.3 |  |  |  |  |
Other long-term assets |  | 46.1 |  |  | — |  |  | 46.1 |  |  |  |  |
Accounts payable |  | (4.6) |  |  | — |  |  | (4.6) |  |  |  |  |
Other current liabilities |  | (27.8) |  |  | 13.0 |  |  | (14.8) |  |  |  |  |
Deferred taxes |  | (27.9) |  |  | (1.8) |  |  | (29.7) |  |  |  |  |
Other long-term liabilities |  | (43.5) |  |  | — |  |  | (43.5) |  |  |  |  |
Total identifiable net assets |  | 123.9 |  |  | 22.7 |  |  | 146.6 |  |  |  |  |
Goodwill |  | $ | 145.0 |  |  | $ | (25.7) |  |  | $ | 119.3 |  |  |  |  |
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 |  | $ | 81.5 |  |  | 11
Trade names |  | 15.0 |  |  | 15
Technologies |  | 27.8 |  |  | 11
Total |  | $ | 124.3 |  |  |
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 that were finalized in the third quarter of 2024. MTL is a leading provider of prefabricated perimeter edge metal systems and non-insulated architectural metal wall systems for commercial, institutional and industrial buildings. 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 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 3/31/2025
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
Other current assets |  | 0.9 |  | — |  | 0.9
Property, plant and equipment |  | 10.7 |  | (0.3) |  | 10.4
Other intangible assets |  | 248.3 |  | — |  | 248.3
Other long-term assets |  | 8.1 |  | 0.3 |  | 8.4
Accounts payable |  | (5.9) |  | — |  | (5.9)
Other current liabilities |  | (6.1) |  | — |  | (6.1)
Deferred taxes |  | (6.9) |  | — |  | (6.9)
Other long-term liabilities |  | (6.7) |  | (0.9) |  | (7.6)
Total identifiable net assets |  | 283.9 |  | (0.9) |  | 283.0
Goodwill |  | $ | 139.2 |  | $ | 2.4 |  | $ | 141.6

X
- References No definition available. + Details
Name: | us-gaap_BusinessCombinationAndAssetAcquisitionAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- 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/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration