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Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

6.

Goodwill and Intangible Assets

 

(table only in thousands)

 

Energy Solutions

segment

 

 

Industrial Solutions

segment

 

 

Fluid Handling Solutions segment

 

 

Totals

 

Balance of goodwill at December 31, 2018

 

$

97,143

 

 

$

23,436

 

 

$

31,577

 

 

$

152,156

 

Foreign currency translation

 

 

(136

)

 

 

 

 

 

 

 

 

(136

)

Balance of goodwill at December 31, 2019

 

 

97,007

 

 

 

23,436

 

 

 

31,577

 

 

 

152,020

 

Acquisitions

 

 

2,085

 

 

 

7,022

 

 

 

 

 

 

9,107

 

Foreign currency translation

 

 

693

 

 

 

 

 

 

 

 

 

693

 

Balance of goodwill at December 31, 2020

 

$

99,785

 

 

$

30,458

 

 

$

31,577

 

 

$

161,820

 

 

As of December 31, 2020 and 2019, the Company has an aggregate amount of goodwill acquired of $222.5 million and $212.8 million, respectively, and an aggregate amount of impairment losses of $60.7 million which was recognized in 2017.

 

The Company’s indefinite lived intangible assets as of December 31, 2020 and 2019 consisted of the following:

 

 

 

Tradenames

 

(table only in thousands)

 

2020

 

 

2019

 

Balance beginning of year

 

$

14,291

 

 

$

18,258

 

Transfer to finite life classification

 

 

(700

)

 

 

(3,904

)

Impairment charge

 

 

(850

)

 

 

 

Foreign currency adjustments

 

 

196

 

 

 

(63

)

Balance end of year

 

$

12,937

 

 

$

14,291

 

 

During 2020 and 2019, the Company reassessed the useful lives of certain tradenames and determined that $0.7 million and $3.9 million, respectively, of tradenames would have useful lives of 10 years versus indefinite.

 

The Company completes an annual (or more often if circumstances require) impairment assessment of its goodwill and indefinite life intangible assets on October 1 at the reporting unit level.

 

The Company bases its measurement of the fair value of a reporting unit using a 50/50 weighting of the income method and the market method. The income method is based on a discounted future cash flow approach that uses the significant assumptions of projected revenue, projected operational profit, terminal growth rates, and the cost of capital. Projected revenue and operational profit, and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted future cash flow approach. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market method is based on financial multiples of comparable companies and applies a control premium. Significant estimates in the market approach include identifying similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of a reporting unit.  Based on this analysis, the estimated fair value of all of our reporting units exceeded their carrying value as of October 1, 2020. There was no goodwill impairment in 2020, 2019 and 2018.

In the 2020 impairment analysis for the Fluid Handling Solutions reporting unit, which had a goodwill balance of $31.6 million at the analysis date, the fair value only exceeded the carrying value by 7%. Management’s projections used to estimate the undiscounted cash flows included modest increase to sales volumes and operational improvements designed to reduce costs. Changes in any of the significant assumptions used, including if the Company does not successfully achieve its 2021 operating plan, can materially affect the expected cash flows, and such impacts can result in a potentially material non-cash impairment charge. Therefore, the key assumptions most susceptible to change are projected revenue and projected operational profit. We determined that with other assumptions held constant under our weighted income and market method for measuring fair value, a decrease in the projected average revenue growth rates of approximately 90 basis points or a decrease in the projected average EBITDA rates of approximately 105 basis points would result in fair value of the reporting unit being equal to its carrying value.  

The Company also performed an impairment analysis for all indefinite life intangible assets, which consists of tradenames, as of October 1, 2020. The Company based its measurement of the fair value of the indefinite life intangible assets utilizing the relief from royalty method. The significant assumptions used under the relief from royalty method are projected revenue, royalty rates, terminal growth rates, and the cost of capital. Projected revenue, royalty rates and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected royalty cash flows in the relief from royalty method. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected royalty cash flows. Changes in any of the significant assumptions used can materially affect the expected cash flows, and such impacts can result in material non-cash impairment charges. Under this approach, the estimated fair value of the indefinite life intangible assets exceeded their carrying value for all but one tradename within our Fluid Handling Solutions segment as of the testing date. Accordingly, we recognized impairment charges in our financial results of $0.9 million for the year ended December 31, 2020. There was no impairment charge in 2019 and 2018.

As described above, the fair value measurement methods used in the Company’s goodwill and indefinite life intangible assets impairment analyses utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of our future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions.

 

The Company’s finite lived intangible assets consisted of the following:

 

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

(table only in thousands)

Intangible assets – finite life

 

Cost

 

 

Accum.

Amort.

 

 

Cost

 

 

Accum.

Amort.

 

Technology

 

$

14,457

 

 

$

13,008

 

 

$

14,457

 

 

$

10,686

 

Customer lists

 

 

73,199

 

 

 

48,959

 

 

 

68,943

 

 

 

44,484

 

Tradenames

 

 

6,578

 

 

 

1,758

 

 

 

5,294

 

 

 

1,154

 

Foreign currency adjustments

 

 

(2,826

)

 

 

(1,954

)

 

 

(1,869

)

 

 

(782

)

Total finite life intangible assets

 

$

91,408

 

 

$

61,771

 

 

$

86,825

 

 

$

55,542

 

 

Amortization expense of finite life intangible assets was $7.4 million, $8.5 million and $9.6 million for 2020, 2019 and 2018, respectively. Amortization over the next five years for finite life intangibles is $6.4 million in 2021, $5.5 million in 2022, $4.6 million in 2023, $3.9 million in 2024, and $2.9 million in 2025.