XML 33 R19.htm IDEA: XBRL DOCUMENT v3.10.0.1
Goodwill and Other Intangible Assets, net
12 Months Ended
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets, net —Goodwill and Other Intangible Assets, net
 
Goodwill

As a result of the sale of CFS on March 20, 2018, the Company reclassified $149.7 million and $60.3 million of goodwill and $169.4 million and $24.9 million of other intangible assets, net allocated to the CFS segment as of December 31, 2017 and 2016, respectively, to discontinued operations within long-term assets.

The changes in the carrying amount of goodwill, net by segment follows:
(in millions)
 
CCM
 
CIT
 
CFT
 
CBF (1)
 
Total
Net balance as of December 31, 2016
 
$
117.5

 
$
639.1

 
$
167.9

    
$
96.4

 
$
1,020.9

Goodwill acquired during year (2)
 
420.2

 

 

 

 
420.2

Measurement period adjustments
 

 
0.3

 

 

 
0.3

Currency translation and other
 
6.6

 
0.9

 
3.1

 
0.1

 
10.7

Net balance as of December 31, 2017
 
$
544.3

 
$
640.3

 
$
171.0

 
$
96.5

 
$
1,452.1

Goodwill acquired during year (2), (3)
 
2.8

 
2.7

 

 

 
5.5

Measurement period adjustments
 
(12.0
)
 

 

 

 
(12.0
)
Currency translation and other
 
(2.3
)
 
0.1

 
(1.5
)
 
(0.1
)
 
(3.8
)
Net balance as of December 31, 2018
 
$
532.8

 
$
643.1

 
$
169.5

 
$
96.4

 
$
1,441.8

(1) 
CBF goodwill balance as of December 31, 2016, is presented net of accumulated impairment losses of $130.0 million recorded in 2016. No other segments have incurred impairment losses.
(2) 
See Note 3 for further information on goodwill resulting from recent acquisitions.
(3) 
During 2018, Carlisle acquired three businesses for an aggregate purchase price of $20.1 million.
 
Other Intangible Assets, net
 
 
December 31, 2018
 
December 31, 2017
(in millions)
 
Acquired Cost
 
Accumulated Amortization
 
Net Book Value
 
Acquired Cost
 
Accumulated Amortization
 
Net Book Value
Assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
 
$
843.8

 
$
(287.7
)
 
$
556.1

 
$
844.8

 
$
(230.8
)
 
$
614.0

Technology and intellectual property
 
268.8

 
(129.3
)
 
139.5

 
272.0

 
(95.6
)
 
176.4

Trade names and other
 
45.4

 
(16.4
)
 
29.0

 
40.1

 
(9.6
)
 
30.5

Assets not subject to amortization:
 
 

 
 

 
 

 
 

 
 

 
 

Trade names
 
243.1

 

 
243.1

 
244.1

 

 
244.1

Other intangible assets, net
 
$
1,401.1

 
$
(433.4
)
 
$
967.7

 
$
1,401.0

 
$
(336.0
)
 
$
1,065.0



The remaining weighted-average amortization period of intangible assets subject to amortization as of December 31, 2018, follows (in years):
Customer relationships
 
10.0
Technology and intellectual property
 
6.4
Trade names and other
 
8.5
Total assets subject to amortization
 
9.2


Intangible assets subject to amortization as of December 31, 2018, will be amortized as follows:
(in millions)
 
2019
 
2020
 
2021
 
2022
 
2023
 
Thereafter
Estimated future amortization expense
 
$
98.2

 
$
95.0

 
$
87.4

 
$
73.4

 
$
68.0

 
$
302.6


 
The net carrying values of the Company’s other intangible assets, net by reportable segment follows:
(in millions)
 
December 31, 2018
 
December 31, 2017
Carlisle Construction Materials
 
$
285.3

 
$
325.1

Carlisle Interconnect Technologies
 
313.4

 
344.5

Carlisle Fluid Technologies
 
280.9

 
302.5

Carlisle Brake & Friction
 
86.6

 
92.9

Corporate
 
1.5

 

Total
 
$
967.7

 
$
1,065.0



2016 Impairment

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 fair 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 effective at the date of impairment, 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, revenue growth rates and operating 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 25.0% 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.
 
See Note 1 for further information regarding the valuation of goodwill and indefinite‑lived intangible assets.