Note 4 - Acquisitions
2012 Acquisition
Hertalan Holding B.V.
On March 9, 2012, the Company acquired 100% of the equity of Hertalan Holding B.V. (“Hertalan”) for a total cash purchase price of €37.3 million, or $48.9 million, net of €0.1 million, or $0.1 million, cash acquired. The Company funded the acquisition with borrowings under its $600 million senior unsecured revolving credit facility (the “Facility”) and cash on hand. See Note 15 for further information regarding borrowings. The acquisition of Hertalan strengthens the Company’s ability to efficiently serve European customers in the EPDM roofing market in Europe with local manufacturing and established distribution channels. Hertalan will operate within the Construction Materials segment.
The following table summarizes the consideration transferred to acquire Hertalan and the preliminary allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting which requires that the consideration be allocated to the acquired assets and assumed liabilities based on their acquisition date fair values with the remainder allocated to goodwill.
|
|
Preliminary
Allocation |
|
Measurement
Period
Adjustments |
|
Revised
Preliminary
Allocation |
|
(in millions) |
|
As of
3/31/2012 |
|
Three Months
Ended
6/30/2012 |
|
As of
6/30/2012 |
|
|
|
|
|
|
|
|
|
Total cash consideration transferred |
|
$ |
49.3 |
|
$ |
(0.3 |
) |
$ |
49.0 |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents |
|
$ |
0.1 |
|
$ |
— |
|
$ |
0.1 |
|
Receivables |
|
3.7 |
|
— |
|
3.7 |
|
Inventories |
|
10.5 |
|
(1.0) |
|
9.5 |
|
Prepaid expenses and other current assets |
|
0.2 |
|
— |
|
0.2 |
|
Property, plant and equipment |
|
13.0 |
|
(0.1) |
|
12.9 |
|
Definite-lived intangible assets |
|
9.9 |
|
4.8 |
|
14.7 |
|
Indefinite-lived intangible assets |
|
2.6 |
|
5.4 |
|
8.0 |
|
Other long-term assets |
|
0.3 |
|
— |
|
0.3 |
|
Accounts payable |
|
(3.3 |
) |
— |
|
(3.3 |
) |
Accrued expenses |
|
(2.5 |
) |
— |
|
(2.5 |
) |
Long-term debt |
|
(1.3 |
) |
— |
|
(1.3 |
) |
Deferred tax liabilities |
|
(4.4 |
) |
(2.3 |
) |
(6.7 |
) |
Other long-term liabilities |
|
(0.1 |
) |
— |
|
(0.1 |
) |
|
|
|
|
|
|
|
|
Total identifiable net assets |
|
28.7 |
|
6.8 |
|
35.5 |
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
20.6 |
|
$ |
(7.1 |
) |
$ |
13.5 |
|
The preliminary goodwill recognized in the acquisition of Hertalan is attributable to the workforce of Hertalan, the solid financial performance of this leading manufacturer of EPDM roofing and waterproofing systems and the significant strategic value of the business to Carlisle. Hertalan provides Carlisle with a solid manufacturing and knowledge base for EPDM roofing products in Europe and provides an established distribution network throughout Europe, both of which enhance Carlisle’s goal of expanding its global presence. The European market shows favorable trends towards EPDM roofing applications and Carlisle can provide additional product development and other growth resources to Hertalan. Goodwill arising from the acquisition of Hertalan is not deductible for income tax purposes. All of the preliminary goodwill was assigned to the Construction Materials reporting unit. Preliminary indefinite-lived intangible assets of $8.0 million represent acquired trade names. The $14.7 million value preliminarily allocated to definite-lived intangible assets represents customer relationships with preliminary useful lives of 9 years.
The fair values of the inventory, property, plant and equipment, and intangible assets are preliminary and subject to change pending receipt of the final third-party valuations for those assets. The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the March 9, 2012 closing date which are preliminary and subject to change pending final assessment of the acquisition date fair values and tax basis of the acquired assets and assumed liabilities.
Hertalan contributed revenues of $12.6 million and earnings before interest and taxes (“EBIT”) of less than $0.1 million from the acquisition date through June 30, 2012 which includes $1.2 million reflected in Cost of goods sold related to recording the acquired inventory at estimated fair value.
2011 Acquisitions
Tri-Star Electronics International, Inc.
On December 2, 2011, the Company acquired 100% of the equity of TSEI Holdings, Inc. (“Tri-Star”) for a total cash purchase price of $284.8 million, net of $4.5 million cash acquired. The total cash purchase price includes a $0.4 million purchase price adjustment during the three months ended March 31, 2012. The Company funded the acquisition with borrowings under the Facility. See Note 15 for further information regarding borrowings. The acquisition of Tri-Star adds capabilities and technology to strengthen the Company’s interconnect products business by expanding its product and service range to its customers. Tri-Star will operate within the Interconnect Technologies segment.
The following table summarizes the consideration transferred to acquire Tri-Star and the preliminary allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting which requires that the consideration be allocated to the acquired assets and assumed liabilities based on their acquisition date fair values with the remainder allocated to goodwill.
|
|
Preliminary
Allocation |
|
Measurement
Period
Adjustments |
|
Revised
Preliminary
Allocation |
|
(in millions) |
|
As of
12/31/2011 |
|
Six Months
Ended 6/30/2012 |
|
As of
6/30/2012 |
|
|
|
|
|
|
|
|
|
Total cash consideration transferred |
|
$ |
288.9 |
|
$ |
0.4 |
|
$ |
289.3 |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents |
|
$ |
4.5 |
|
$ |
— |
|
$ |
4.5 |
|
Receivables |
|
14.0 |
|
— |
|
14.0 |
|
Inventories |
|
22.8 |
|
— |
|
22.8 |
|
Prepaid expenses and other current assets |
|
5.6 |
|
— |
|
5.6 |
|
Property, plant and equipment |
|
15.4 |
|
(2.1 |
) |
13.3 |
|
Definite-lived intangible assets |
|
112.0 |
|
9.5 |
|
121.5 |
|
Indefinite-lived intangible assets |
|
28.0 |
|
(8.6 |
) |
19.4 |
|
Other long-term assets |
|
0.1 |
|
— |
|
0.1 |
|
Accounts payable |
|
(6.5 |
) |
— |
|
(6.5 |
) |
Accrued expenses |
|
(4.4 |
) |
— |
|
(4.4 |
) |
Deferred tax liabilities |
|
(58.9 |
) |
1.5 |
|
(57.4 |
) |
Other long-term liabilities |
|
(0.4 |
) |
— |
|
(0.4 |
) |
|
|
|
|
|
|
|
|
Total identifiable net assets |
|
132.2 |
|
0.3 |
|
132.5 |
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
156.7 |
|
$ |
0.1 |
|
$ |
156.8 |
|
The preliminary goodwill recognized in the acquisition of Tri-Star is attributable to the workforce of Tri-Star, the consistent financial performance of this complementary supplier of high-reliability interconnect products to leading aerospace, avionics and electronics companies and the enhanced scale that Tri-Star brings to the Company. Tri-Star brings additional high-end connector products and qualified positions to serve the Company’s existing commercial aerospace and industrial customers. Tri-Star will also supply the Company with efficient machining and plating processes that will lower costs and improve product quality. Favorable trends in the commercial aerospace markets and increasing electronic content in several industrial end markets provide a solid growth platform for the Interconnect Technologies segment. Goodwill arising from the acquisition of Tri-Star is not deductible for income tax purposes. All of the preliminary goodwill was assigned to the Interconnect Technologies segment. Preliminary indefinite-lived intangible assets of $19.4 million represent acquired trade names. The $121.5 million value preliminarily allocated to definite-lived intangible assets consists of $94.8 million of customer relationships with preliminary useful lives ranging from 12 to 21 years, $23.2 million of acquired technology with preliminary useful lives of 16 years, $2.5 million of non-compete agreements with preliminary useful lives ranging from 3 to 5 years, and $1.0 million of customer certifications and approvals with useful lives of 3 years.
The fair values of the inventory, property, plant and equipment, and other intangible assets are preliminary and subject to change pending receipt of the final third-party valuations for those assets. The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the December 2, 2011 closing date which are preliminary and subject to change pending final assessment of the acquisition date fair values and tax basis of the acquired assets and assumed liabilities.
PDT Phoenix GmbH
On August 1, 2011, the Company acquired 100% of the equity of PDT Phoenix GmbH (“PDT”) for €77.0 million, or $111.0 million, net of €5.3 million, or $7.6 million, cash acquired. Of the €82.3 million, or $118.6 million gross purchase price, €78.7 million, or $113.4 million, was paid in cash initially funded with borrowings under the Facility, most of which were subsequently repaid, as well as cash on hand. PDT is a leading manufacturer of EPDM-based (rubber) roofing membranes and industrial components serving European markets. The acquisition of PDT provides a platform to serve the European market for single-ply roofing systems, and expands the Company’s growth internationally. PDT will operate within the Construction Materials segment.
The agreement to acquire PDT provided for contingent consideration based on future earnings. The fair value of contingent consideration recognized at the acquisition date was €3.6 million, or $5.2 million, and was estimated using the discounted cash flow method based on financial projections of the acquired company.
The purchase price of PDT included certain assets of the PDT Profiles business, which the Company sold on January 2, 2012 for €17.1 million, or $22.1 million. The PDT Profiles business was classified as held for sale at the date of acquisition and on the Company’s consolidated balance sheet as of December 31, 2011. The following table summarizes the consideration transferred to acquire PDT and the preliminary allocation among the assets acquired and liabilities assumed. The acquisition has been accounted for using the acquisition method of accounting which requires that the consideration be allocated to the acquired assets and assumed liabilities based on their acquisition date fair values with the remainder allocated to goodwill.
|
|
Preliminary
Allocation |
|
Measurement
Period Adjustments |
|
Revised
Preliminary
Allocation |
|
(in millions) |
|
As of
12/31/2011 |
|
Six Months Ended
6/30/2012 |
|
As of
6/30/2012 |
|
Consideration transferred: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash consideration |
|
$ |
113.4 |
|
$ |
— |
|
$ |
113.4 |
|
Contingent consideration |
|
5.2 |
|
— |
|
5.2 |
|
|
|
|
|
|
|
|
|
Total fair value of consideration transferred |
|
$ |
118.6 |
|
$ |
— |
|
$ |
118.6 |
|
|
|
|
|
|
|
|
|
Recognized amounts of identifiable assets acquired and liabilities assumed: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash & cash equivalents |
|
$ |
7.6 |
|
$ |
— |
|
$ |
7.6 |
|
Receivables |
|
12.2 |
|
— |
|
12.2 |
|
Inventories |
|
10.5 |
|
— |
|
10.5 |
|
Prepaid expenses and other current assets |
|
0.8 |
|
— |
|
0.8 |
|
Current assets held for sale |
|
3.6 |
|
— |
|
3.6 |
|
Property, plant and equipment |
|
3.4 |
|
— |
|
3.4 |
|
Definite-lived intangible assets |
|
57.1 |
|
— |
|
57.1 |
|
Indefinite-lived intangible assets |
|
6.9 |
|
— |
|
6.9 |
|
Other long-term assets |
|
0.1 |
|
— |
|
0.1 |
|
Non-current assets held for sale |
|
21.6 |
|
(0.6 |
) |
21.0 |
|
Accounts payable |
|
(9.0 |
) |
— |
|
(9.0 |
) |
Accrued expenses |
|
(1.2 |
) |
— |
|
(1.2 |
) |
Deferred tax liabilities |
|
(21.5 |
) |
— |
|
(21.5 |
) |
Other long-term liabilities |
|
(3.3 |
) |
— |
|
(3.3 |
) |
|
|
|
|
|
|
|
|
Total identifiable net assets |
|
88.8 |
|
(0.6 |
) |
88.2 |
|
|
|
|
|
|
|
|
|
Goodwill |
|
$ |
29.8 |
|
$ |
0.6 |
|
$ |
30.4 |
|
The revised preliminary purchase price allocation reflects updated fair value estimates for assets acquired and liabilities assumed, based on information that is currently available. The amount of goodwill recognized in the acquisition of PDT is attributable to the workforce of PDT, the solid financial performance of this leading manufacturer of single-ply roofing and waterproofing systems and the significant strategic value of the business to Carlisle. PDT provides Carlisle with a solid manufacturing and knowledge base for single-ply roofing products in Europe and provides an established distribution network throughout Europe, both of which enhance Carlisle’s goal of expanding its global presence. The European market shows favorable trends towards single-ply roofing applications and Carlisle can provide additional product development and other growth resources to PDT. Goodwill arising from the acquisition of PDT is not deductible for income tax purposes. All of the preliminary goodwill was assigned to the Construction Materials segment. Preliminary indefinite-lived intangible assets of $6.9 million represent acquired trade names. Of the $57.1 million value preliminarily allocated to definite-lived intangible assets, approximately $33.3 million was allocated to patents, with preliminary useful lives ranging from 10 to 20 years and $23.8 million was allocated to customer relationships, with preliminary useful lives of 19 years.
The fair values of the property, plant and equipment and other intangible assets are preliminary and subject to change pending receipt of the final third-party valuations for those assets. The Company has also recorded deferred tax liabilities related to the property, plant and equipment and intangible assets as of the August 1, 2011 closing date which are preliminary and subject to change pending final assessment of the acquisition date fair values and tax basis of the acquired assets and assumed liabilities. |