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Goodwill and Purchased Intangible Assets | 12 Months Ended
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Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract] |
Goodwill and Purchased Intangible Assets | 11. Goodwill and Purchased Intangible Assets Goodwill and other indefinite-lived intangible assets are not amortized but are reviewed for impairment annually or more frequently if potential interim indicators exist that could result in impairment. The Company performs its annual impairment test at the beginning of the fourth quarter of each fiscal year. In September 2022, the Company identified a triggering event that indicated a potential impairment of goodwill within one of its reporting units in the Commercial segment. The Company’s impairment test confirmed that the fair value of the reporting unit was below its carrying value. As a result, the Company recorded a $2.1 million goodwill impairment charge in the third quarter of fiscal 2022. As of October 1, 2022, the Company performed its annual impairment review relative to goodwill and indefinite-lived intangible assets (principally non-amortizable trade names). To derive the fair value of its reporting units, the Company utilized both the income and market approaches. For the annual impairment testing, the Company used a weighted-average cost of capital, depending on the reporting unit, of 11.5% to 13.0% (8.5% to 13.0% at July 1, 2021) and a terminal growth rate of 3.0% (3.0% at July 1, 2021). Under the market approach, the Company derived the fair value of its reporting units based on revenue and earnings multiples of comparable publicly-traded companies. As a corroborative source of information, the Company reconciles its estimated fair value to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis), to verify the reasonableness of the fair value of its reporting units obtained through the aforementioned methods. The control premium is estimated based upon control premiums observed in comparable market transactions. To derive the fair value of its trade names, the Company utilized the “relief from royalty” approach. Based on the Company’s annual impairment review, the Company concluded that there was no impairment of goodwill and there was a $5.6 million trade name impairment within the Defense segment. Changes in estimates or the application of alternative assumptions could have produced significantly different results. At December 31, 2022, approximately 86% of the Company’s recorded goodwill and indefinite-lived purchased intangibles were concentrated within the JLG reporting unit in the Access Equipment segment. Assumptions utilized in the impairment analysis are highly judgmental. While the Company currently believes that an impairment of intangible assets at JLG is unlikely, events and conditions that could result in the impairment of intangibles at JLG include a sharp prolonged decline in economic conditions, significantly increased pricing pressure on JLG’s margins or other factors leading to reductions in expected long-term sales or profitability at JLG. The following table presents changes in goodwill (in millions):
|  | Access Equipment |  |  | Defense |  |  | Fire & Emergency |  |  | Commercial |  |  | Total |
Net goodwill at September 30, 2020 |  | $ | 882.6 |  |  | $ | — |  |  | $ | 106.1 |  |  | $ | 20.8 |  |  | $ | 1,009.5 |
Foreign currency translation |  |  | (2.0 | ) |  |  | — |  |  |  | — |  |  |  | 0.1 |  |  |  | (1.9 | )
Acquisition |  |  | — |  |  |  | 44.4 |  |  |  | — |  |  |  | — |  |  |  | 44.4 |
Net goodwill at September 30, 2021 |  |  | 880.6 |  |  |  | 44.4 |  |  |  | 106.1 |  |  |  | 20.9 |  |  |  | 1,052.0 |
Foreign currency translation |  |  | (3.0 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (3.0 | )
Net goodwill at December 31, 2021 |  |  | 877.6 |  |  |  | 44.4 |  |  |  | 106.1 |  |  |  | 20.9 |  |  |  | 1,049.0 |
Foreign currency translation |  |  | (11.8 | ) |  |  | — |  |  |  | (0.3 | ) |  |  | (0.2 | ) |  |  | (12.3 | )
Acquisition |  |  | — |  |  |  | — |  |  |  | 7.4 |  |  |  | — |  |  |  | 7.4 |
Impairment |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (2.1 | ) |  |  | (2.1 | )
Net goodwill at December 31, 2022 |  | $ | 865.8 |  |  | $ | 44.4 |  |  | $ | 113.2 |  |  | $ | 18.6 |  |  | $ | 1,042.0 |
The Company acquired Maxi-Metal on June 13, 2022. See Note 1 of the Consolidated Financial Statements for additional information. The following tables present details of the Company’s goodwill allocated to the reportable segments (in millions):
|  | December 31, 2022 |
|  | Gross |  |  | Accumulated Impairment |  |  | Net |
Access Equipment |  | $ | 1,797.9 |  |  | $ | (932.1 | ) |  | $ | 865.8 |
Defense |  |  | 44.4 |  |  |  | — |  |  |  | 44.4 |
Fire & Emergency |  |  | 115.2 |  |  |  | (2.0 | ) |  |  | 113.2 |
Commercial |  |  | 188.3 |  |  |  | (169.7 | ) |  |  | 18.6 |
|  | $ | 2,145.8 |  |  | $ | (1,103.8 | ) |  | $ | 1,042.0 |
|  | December 31, 2021 |
|  | Gross |  |  | Accumulated Impairment |  |  | Net |
Access Equipment |  | $ | 1,809.7 |  |  | $ | (932.1 | ) |  | $ | 877.6 |
Defense |  |  | 44.4 |  |  |  | — |  |  |  | 44.4 |
Fire & Emergency |  |  | 108.1 |  |  |  | (2.0 | ) |  |  | 106.1 |
Commercial |  |  | 188.5 |  |  |  | (167.6 | ) |  |  | 20.9 |
|  | $ | 2,150.7 |  |  | $ | (1,101.7 | ) |  | $ | 1,049.0 |
|  | September 30, 2021 |
|  | Gross |  |  | Accumulated Impairment |  |  | Net |
Access Equipment |  | $ | 1,812.7 |  |  | $ | (932.1 | ) |  | $ | 880.6 |
Defense |  |  | 44.4 |  |  |  | — |  |  |  | 44.4 |
Fire & Emergency |  |  | 108.1 |  |  |  | (2.0 | ) |  |  | 106.1 |
Commercial |  |  | 188.5 |  |  |  | (167.6 | ) |  |  | 20.9 |
|  | $ | 2,153.7 |  |  | $ | (1,101.7 | ) |  | $ | 1,052.0 |
Details of the Company’s total purchased intangible assets were as follows (in millions):
|  | December 31, 2022 |
|  | Weighted- Average Life |  |  | Gross |  |  | Accumulated Amortization |  |  | Net |
Amortizable intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Distribution network |  |  | 39.2 |  |  | $ | 55.3 |  |  | $ | (37.0 | ) |  | $ | 18.3 |
Technology-related |  |  | 12.0 |  |  |  | 108.3 |  |  |  | (104.4 | ) |  |  | 3.9 |
Customer relationships |  |  | 12.6 |  |  |  | 576.6 |  |  |  | (557.3 | ) |  |  | 19.3 |
Other |  |  | 10.9 |  |  |  | 50.2 |  |  |  | (22.1 | ) |  |  | 28.1 |
|  |  | 14.2 |  |  |  | 790.4 |  |  |  | (720.8 | ) |  |  | 69.6 |
Non-amortizable trade names |  |  |  |  |  | 387.4 |  |  |  | — |  |  |  | 387.4 |
|  |  |  |  | $ | 1,177.8 |  |  | $ | (720.8 | ) |  | $ | 457.0 |
On March 1, 2022, the Company acquired two patents with a combined value of $3.7 million. The technology-related intangible asset is subject to amortization with an estimated life of 14.3 years.
|  | December 31, 2021 |
|  | Weighted- Average Life |  |  | Gross |  |  | Accumulated Amortization |  |  | Net |
Amortizable intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Distribution network |  |  | 39.2 |  |  | $ | 55.4 |  |  | $ | (35.6 | ) |  | $ | 19.8 |
Technology-related |  |  | 11.9 |  |  |  | 104.7 |  |  |  | (104.0 | ) |  |  | 0.7 |
Customer relationships |  |  | 12.6 |  |  |  | 572.6 |  |  |  | (551.3 | ) |  |  | 21.3 |
Other |  |  | 12.1 |  |  |  | 23.6 |  |  |  | (18.5 | ) |  |  | 5.1 |
|  |  | 14.4 |  |  |  | 756.3 |  |  |  | (709.4 | ) |  |  | 46.9 |
Non-amortizable trade names |  |  |  |  |  | 417.1 |  |  |  | — |  |  |  | 417.1 |
|  |  |  |  | $ | 1,173.4 |  |  | $ | (709.4 | ) |  | $ | 464.0 |
|  | September 30, 2021 |
|  | Weighted- Average Life |  |  | Gross |  |  | Accumulated Amortization |  |  | Net |
Amortizable intangible assets: |  |  |  |  |  |  |  |  |  |  |  |
Distribution network |  |  | 39.1 |  |  | $ | 55.4 |  |  | $ | (35.1 | ) |  | $ | 20.3 |
Technology-related |  |  | 11.9 |  |  |  | 104.7 |  |  |  | (103.9 | ) |  |  | 0.8 |
Customer relationships |  |  | 12.6 |  |  |  | 572.6 |  |  |  | (550.0 | ) |  |  | 22.6 |
Other |  |  | 12.1 |  |  |  | 23.6 |  |  |  | (17.6 | ) |  |  | 6.0 |
|  |  | 14.4 |  |  |  | 756.3 |  |  |  | (706.6 | ) |  |  | 49.7 |
Non-amortizable trade names |  |  |  |  |  | 417.1 |  |  |  | — |  |  |  | 417.1 |
|  |  |  |  | $ | 1,173.4 |  |  | $ | (706.6 | ) |  | $ | 466.8 |
When determining the value of customer relationships for purposes of allocating the purchase price of an acquisition, the Company looks at existing customer contracts of the acquired business to determine if they represent a reliable future source of income and hence, a valuable intangible asset for the Company. The Company determines the fair value of the customer relationships based on the estimated future benefits the Company expects from the acquired customer contracts. In performing its evaluation and estimation of the useful lives of customer relationships, the Company looks to the historical growth rate of revenue of the acquired company’s existing customers as well as the historical attrition rates. In connection with the valuation of intangible assets, a 40-year life was assigned to the value of the Pierce distribution network (net book value of $18.2 million at December 31, 2022). The Company believes Pierce maintains the largest North American fire apparatus distribution network. Pierce has exclusive contracts with each distributor related to the fire apparatus product offerings manufactured by Pierce. The useful life of the Pierce distribution network was based on a historical turnover analysis. Non-compete intangible asset lives are based on the terms of the applicable agreements. The estimated future amortization expense of purchased intangible assets for the five years succeeding December 31, 2022 are as follows: 2023 - $8.9 million; 2024 - $7.7 million; 2025 - $7.6 million; 2026 - $7.6 million and 2027 - $7.6 million.

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