Goodwill and Other Intangible Assets, net

12 Months Ended

Dec. 31, 2016

Goodwill and Other Intangible Assets, net

Goodwill and Other Intangible Assets, net

Note 10—Goodwill and Other Intangible Assets, net

In the third quarter of 2016, the Company concluded that its expectations of recovery in the near term in CBF’s related end markets had declined to the extent that it was more likely than not that the carrying value of the Wellman® trade name and CBF reporting unit were below their carrying values. As a result, in the third quarter of 2016 the Company recognized impairment charges within its CBF segment of $11.5 million related to the Wellman® trade name and $130.0 million of goodwill, resulting in a carrying value of $35.4 million and $96.5 million, respectively. Consistent with its accounting policies, the Company performed the impairment tests for these assets through a one-step process for the Wellman® trade name and a two-step process for goodwill.

Wellman® Trade name Impairment

The Company based its estimate of fair value of the Wellman® trade name on the income approach utilizing the discounted future cash flow method. As part of estimating discounted future cash flows attributable to the Wellman® trade name, management estimated future revenues, royalty rates and discount rates. These represent the most significant assumptions used in the Company’s evaluation of the fair value of the Wellman® trade name (i.e., Level 3 measurements). As a result, management determined that the fair value of the Wellman® trade name was below its carrying value and recorded an impairment charge equal to the difference as noted above.

CBF Goodwill Impairment

Similarly, for Step 1 of the two-step goodwill impairment test, the Company estimated the fair value of the CBF reporting unit based on the income approach utilizing the discounted cash flow method. Estimated industry weighted average cost of capital and earnings before interest and taxes margins for the CBF reporting unit represent the most significant assumptions used in the Company’s evaluation of fair value (i.e., Level 3 measurements). As a result, the Company determined that the fair value of the CBF reporting unit was below its carrying value by approximately 25% and therefore Step 2 of the goodwill impairment test was required to measure the amount of the Goodwill impairment. In performing the Step 2 analysis, the Company was required to allocate the reporting units’ fair value to the estimated fair values of the CBF reporting unit’s underlying asset and liabilities, both those recognized and unrecognized, with the residual amount reflecting the implied value of goodwill at September 30, 2016. As a result, the carrying amount of goodwill approximates the implied value of goodwill at September 30, 2016.

See Note 1 for further information regarding the valuation of goodwill and indefinite‑lived intangible assets.

The changes in the carrying amount of Goodwill, net for the years ended December 31, 2016 and 2015 were as follows:


	Construction		Interconnect		Fluid			Brake and		FoodService
(in millions)	Materials		Technologies		Technologies			Friction		Products		Total
Net balance at January 1, 2015	$	123.3	$	554.3	$	-		$	226.6	$	60.3	$	964.5
Goodwill acquired during year (1)		-		-		175.7			-		-		175.7
Measurement period adjustments		-		1.1		(0.5)			-		-		0.6
Currency translation and other		(4.6)		-		(1.8)			-		-		(6.4)
Net balance at December 31, 2015	$	118.7	$	555.4	$	173.4		$	226.6	$	60.3	$	1,134.4
Goodwill acquired during year (1)		-		83.7		2.9			-		-		86.6
Impairment charges		-		-		-			(130.0)		-		(130.0)
Measurement period adjustments		-		-		(0.3)			-		-		(0.3)
Currency translation and other		(1.2)		-		(8.1)	(2)		(0.2)		-		(9.5)
Balance at December 31, 2016	$	117.5	$	639.1	$	167.9		$	96.4	$	60.3	$	1,081.2

(1)

See Note 3 for further information on goodwill resulting from recent acquisitions.

(2)

Includes $4.9 million of an immaterial correction of certain deferred tax liabilities acquired in the Finishing Brands acquisition.

The Company’s other intangible assets, net at December 31, 2016, are as follows:


	Acquired		Accumulated		Net Book
(in millions)	Cost		Amortization		Value
Assets subject to amortization:
Intellectual property	$	200.7	$	(72.4)	$	128.3
Customer relationships		704.3		(201.6)		502.7
Other		15.4		(11.7)		3.7
Assets not subject to amortization:
Trade names		237.5		-		237.5
Other intangible assets, net	$	1,157.9	$	(285.7)	$	872.2

The Company’s other intangible assets, net at December 31, 2015, were as follows:


	Acquired		Accumulated		Net Book
(in millions)	Cost		Amortization		Value
Assets subject to amortization:
Intellectual property	$	180.7	$	(55.0)	$	125.7
Customer relationships		673.9		(160.5)		513.4
Other		13.5		(10.6)		2.9
Assets not subject to amortization:
Trade names		245.8		-		245.8
Other intangible assets, net	$	1,113.9	$	(226.1)	$	887.8

Intangible assets subject to amortization as of December 31, 2016 will be amortized as follows:


Remaining weighted-average amortization period (years)
Assets subject to amortization
Intellectual property		8.1
Customer relationships		12.1
Other		9.3
Total assets subject to amortization		11.3


(millions)	2017	2018	2019	2020	2021	Thereafter
Estimated future amortization expense	$ 64.4	$ 64.4	$ 64.2	$ 61.1	$ 57.5	$ 323.1

The net carrying values of the Company’s other intangible assets, net by reportable segment as of December 31 were as follows:


	December 31,		December 31,
(in millions)	2016		2015
Carlisle Construction Materials	$	55.2	$	60.9
Carlisle Interconnect Technologies		379.1		357.3
Carlisle Fluid Technologies		313.7		325.3
Carlisle Brake & Friction		99.3		117.2
Carlisle FoodService Products		24.9		27.1
Total	$	872.2	$	887.8

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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