Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

The changes in the carrying amount of goodwill, for the year ended December 31, 2020, were as follows:


	December 31, 2019		Goodwill Resulting from Business Combinations (1)		Impairments		Foreign Currency Translation		December 31, 2020
HVAC reportable segment
Gross goodwill	$	277.1	$	0.8	$	—	$	3.5	$	281.4
Accumulated impairments	(144.6)		—		—		(0.2)		(144.8)
Goodwill	132.5		0.8		—		3.3		136.6
Detection and Measurement reportable segment
Gross goodwill	304.1		42.7		—		4.7		351.5
Accumulated impairments	(133.6)		—		—		(0.9)		(134.5)
Goodwill	170.5		42.7		—		3.8		217.0
Engineered Solutions reportable segment
Gross goodwill	334.2		—		—		7.9		342.1
Accumulated impairments	(187.9)		—		—		(7.9)		(195.8)
Goodwill	146.3		—		—		—		146.3
Other
Gross goodwill	—		—		—		—		—
Accumulated impairments	—		—		—		—		—
Goodwill	—		—		—		—		—
Total
Gross goodwill	915.4		43.5		—		16.1		975.0
Accumulated impairments	(466.1)		—		—		(9.0)		(475.1)
Goodwill	$	449.3	$	43.5	$	—	$	7.1	$	499.9

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(1) Reflects goodwill acquired with the ULC and Sensors & Software acquisitions of $37.3 and $5.4, respectively, and a net increase in Patterson-Kelley's goodwill during 2020 of $0.4 resulting from revisions to the valuation of certain liabilities and tangible assets and an increase in SGS's goodwill during the first half of 2020 of $0.4 resulting from revisions to the valuation of certain income tax accounts. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the ULC and Sensors & Software acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

The changes in the carrying amount of goodwill, for the year ended December 31, 2019, were as follows:


	December 31, 2018		Goodwill Resulting from Business Combinations (1)		Impairments		Foreign Currency Translation		December 31, 2019
HVAC reportable segment
Gross goodwill	$	261.8	$	15.7	$	—	$	(0.4)	$	277.1
Accumulated impairments	(144.4)		—		—		(0.2)		(144.6)
Goodwill	117.4		15.7		—		(0.6)		132.5
Detection and Measurement reportable segment
Gross goodwill	265.0		40.4		—		(1.3)		304.1
Accumulated impairments	(134.3)		—		—		0.7		(133.6)
Goodwill	130.7		40.4		—		(0.6)		170.5
Engineered solutions reportable segment
Gross goodwill	335.3		—		—		(1.1)		334.2
Accumulated impairments	(189.0)		—		—		1.1		(187.9)
Goodwill	146.3		—		—		—		146.3
Other
Gross goodwill	—		—		—		—		—
Accumulated impairments	—		—		—		—		—
Goodwill	—		—		—		—		—
Total
Gross goodwill	862.1		56.1		—		(2.8)		915.4
Accumulated impairments	(467.7)		—		—		1.6		(466.1)
Goodwill	$	394.4	$	56.1	$	—	$	(1.2)	$	449.3

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(1) Reflects goodwill acquired in connection with the Sabik, SGS and Patterson-Kelley acquisitions of $41.2, $1.9 and $13.8, respectively, partially offset by a reduction in Cues' goodwill during the first quarter of 2019 of $0.8 resulting from revisions to the valuation of certain income tax accounts.

Identifiable intangible assets were as follows:


	December 31, 2020						December 31, 2019
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible assets with determinable lives:(1)
Customer relationships	$	103.4	$	(16.2)	$	87.2	$	77.4	$	(8.7)	$	68.7
Technology	54.4		(6.8)		47.6		29.5		(3.3)		26.2
Patents	4.5		(4.5)		—		4.5		(4.5)		—
Other	18.8		(12.5)		6.3		12.6		(9.2)		3.4
	181.1		(40.0)		141.1		124.0		(25.7)		98.3
Trademarks with indefinite lives (2)	163.9		—		163.9		153.4		—		153.4
Total	$	345.0	$	(40.0)	$	305.0	$	277.4	$	(25.7)	$	251.7

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(1)The identifiable intangible assets associated with the ULC and Sensors & Software acquisitions consist of customer backlog of $4.6 and $0.1, respectively, customer relationships of $22.8 and $2.3, respectively, technology of $21.9 and $2.4, respectively, and non-compete agreements of $1.7 and $0.1, respectively.

(2)Changes during 2020 related primarily to the acquisition of ULC and Sensors & Software trademarks of $7.6 and $1.8, respectively.

Amortization expense was $14.0, $8.9 and $4.1 for the years ended December 31, 2020, 2019 and 2018, respectively. Estimated amortization expense is approximately $17.0 for 2021 and $15.0 over each of the four years thereafter related to these intangible assets.

At December 31, 2020, the net carrying value of intangible assets with determinable lives consisted of $24.4 in the HVAC reportable segment and $116.7 in the Detection and Measurement reportable segment. Trademarks with indefinite lives consisted of $96.7 in the HVAC reportable segment, $58.1 in the Detection and Measurement reportable segment, and $9.1 in the Engineered Solutions reportable segment.

Consistent with the requirements of the Intangibles — Goodwill and Other Topic of the Codification, the fair values of our reporting units generally are estimated using discounted cash flow projections that we believe to be reasonable under current and forecasted circumstances, the results of which form the basis for making judgments about carrying values of the reported net assets of our reporting units. Other considerations are also incorporated, including comparable industry price multiples. Many of our reporting units closely follow changes in the industries and end markets that they serve. Accordingly, we consider estimates and judgments that affect the future cash flow projections, including principal methods of competition such as volume, price, service, product performance and technical innovations and estimates associated with cost improvement initiatives, capacity utilization and assumptions for inflation and foreign currency changes. Any significant change in market conditions and estimates or judgments used to determine expected future cash flows that indicate a reduction in carrying value may give rise to impairment in the period that the change becomes known.

We perform our annual goodwill impairment testing during the fourth quarter in conjunction with our annual financial planning process, with such testing based primarily on events and circumstances existing as of the end of the third quarter. In addition, we test goodwill for impairment on a more frequent basis if there are indications of potential impairment. Based on our annual goodwill impairment testing during the fourth quarter of 2020, we concluded that the estimated fair value of each of our reporting units, exclusive of Cues and Patterson-Kelley, exceeded the carrying value of their respective net assets by over 75%. The estimated fair values of Cues and Patterson-Kelley exceeded the carrying value of their respective net assets by approximately 12% and 3%, while the total goodwill for Cues and Patterson-Kelley was $47.9 and $14.2, respectively, as of December 31, 2020. A change in assumptions used in testing Cues’ and Patterson-Kelley’s goodwill for impairment (e.g., projected revenues and profit growth rates, discount rates, industry price multiples, etc.) could result in Cues’ and/or Patterson-Kelley’s estimated fair value being less than the respective carrying value of their net assets. If Cues and/or Patterson-Kelley is unable to achieve the financial forecasts included in their respective 2020 annual goodwill impairment analysis, we may be required to record an impairment charge in a future period related to Cues’ and/or Patterson-Kelley’s goodwill.

We perform our annual trademarks impairment testing during the fourth quarter, or on a more frequent basis if there are indications of potential impairment. The fair values of our trademarks are determined by applying estimated royalty rates to projected revenues, with resulting cash flows discounted at a rate of return that reflects current market conditions. The basis for these projected revenues is the annual operating plan for each of the related businesses, which is prepared in the fourth quarter

of each year. In connection with the annual impairment testing of our trademarks during the fourth quarter of 2020, we recorded impairment charges of $0.7 related to certain of these trademarks.

As indicated in Note 1, the COVID-19 pandemic could have an adverse impact on our future operating results. As of December 31, 2020, there are no indications that the carrying value of our goodwill and other intangible assets may not be recoverable. However, a prolonged adverse impact of the COVID-19 pandemic on our future operating results may require an impairment charge related to one or more of these assets in a future period.