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Goodwill & Intangibles

12 Months Ended

Dec. 31, 2020

(6) Goodwill & Intangibles

Goodwill

The Company performs its annual goodwill impairment testing for each reporting unit as of fiscal October month end or earlier if there is a triggering event or circumstance that indicates an impairment loss may have occurred. As of the October 25, 2020 testing date, the Company had $590.8 million of goodwill on its balance sheet. In 2020, the Company had seven reporting units. One of these reporting units, Water Quality, had no goodwill. The Company performed a qualitative analysis for each of the six remaining reporting units, which include Blücher, US Drains, Fluid Solutions-Europe, Fluid Solutions-Americas, Heating and Hot Water Solutions (“HHWS”) and APMEA. As a result of the qualitative analyses, the Company determined that the fair values of the reporting units were more likely than not greater than the carrying amounts. In 2020 and 2019, the Company did not need to proceed beyond the qualitative analysis, and no goodwill impairments were recorded.

In addition to the annual impairment test performed as of October 25, 2020, and as a result of the impact of the COVID-19 global pandemic, the Company continued to review the guidance outlined in ASC 350 to determine if there was an event or change in circumstance to indicate it was more likely than not that an impairment loss had been incurred during the twelve months ended December 31, 2020. The Company concluded a triggering event had not occurred as of December 31, 2020 and it was not “more likely than not” that the Company’s reporting units might be impaired.

Additionally, the Company noted the HHWS reporting unit had a goodwill balance of $218.9 million as of December 31, 2020, which holds the greatest amount of goodwill and the least amount of excess of fair value over carrying value based on the most recent quantitative assessment. While the Company concluded that a triggering event did not occur during the year ended December 31, 2020 and performed a qualitative analysis for its annual impairment test, the impact of a

prolonged COVID-19 pandemic could impact the results of operations due to changes to assumptions utilized in the determination of the estimated fair values of the HHWS reporting unit that may be significant enough to trigger an impairment determination.

The Company completed two acquisitions during the year ended December 31, 2020 which were not considered material to its consolidated financial statements. In the third quarter of 2020, the Company completed an acquisition within the APMEA segment resulting in $3.9 million of goodwill. Additionally, in the fourth quarter of 2020, the Company completed an acquisition within the Americas segment resulting in $5.5 million of goodwill. The changes in the carrying amount of goodwill by geographic segment were as follows:

December 31, 2020

Gross Balance

Accumulated Impairment Losses

Net Goodwill

Acquired

Foreign

Balance

During

Currency

Balance

Impairment

Balance

January 1,

the

Translation

December 31,

January 1,

Loss During

December 31,

2020

Period

and Other

2020

the Period

2020

(in millions)

Americas

476.8

5.5

0.2

482.5

(24.5)

—

(24.5)

458.0

Europe

241.4

—

10.7

252.1

(129.7)

—

(129.7)

122.4

APMEA

30.0

3.9

1.0

34.9

(12.9)

—

(12.9)

22.0

Total

748.2

9.4

11.9

769.5

(167.1)

—

(167.1)

602.4


	December 31, 2019
	Gross Balance								Accumulated Impairment Losses						Net Goodwill
			Acquired		Foreign
	Balance		During		Currency		Balance		Balance		Impairment		Balance
	January 1,		the		Translation		December 31,		January 1,		Loss During		December 31,		December 31,
	2019		Period		and Other		2019		2019		the Period		2019		2019

	(in millions)
Americas	$	438.1	$	38.3	$	0.4	$	476.8	$	(24.5)	$	—	$	(24.5)	$	452.3
Europe		243.7		—		(2.3)		241.4		(129.7)		—		(129.7)		111.7
APMEA		30.1		—		(0.1)		30.0		(12.9)		—		(12.9)		17.1
Total	$	711.9	$	38.3	$	(2.0)	$	748.2	$	(167.1)	$	—	$	(167.1)	$	581.1

Long-Lived Assets

Indefinite-lived intangibles are tested for impairment at least annually or more frequently if events or circumstances, such as a change in business conditions, indicate that it is “more likely than not” that an intangible asset might be impaired. The Company performs its annual indefinite-lived intangibles impairment assessment in the fourth quarter of each year. In 2020 and 2019, the Company performed a qualitative assessment for certain tradenames where the fair value significantly exceeded the carrying value in the most recent quantitative assessment, and no other indicators of impairment were present. For the remaining tradenames in 2020 and 2019, the Company performed a quantitative assessment. For the 2018 impairment assessments, the Company performed quantitative assessments for all indefinite-lived intangible assets. The methodology employed for quantitative assessments was the relief from royalty method, a subset of the income approach. Based on the results of the assessments, the Company did not recognize an impairment on any indefinite-lived intangibles in 2020, 2019 or 2018.

Intangible assets with estimable lives and other long-lived assets are reviewed for impairment at least quarterly or more frequently if events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of intangible assets with estimable lives and other long-lived assets is measured by a comparison of the carrying amount of an asset or asset group to future net undiscounted pre-tax cash flows expected to be generated by the asset or asset group. If these comparisons indicate that an asset is not recoverable, the impairment loss recognized is the amount by which the carrying amount of the asset or asset group exceeds the related estimated fair value. Estimated fair value is based on either discounted future pre-tax operating cash flows or appraised values, depending on the nature of the asset. The Company determines the discount rate for this analysis based on the weighted average cost of capital using the market and guideline public companies for the related businesses and does not allocate interest charges to the asset or asset group being measured. Judgment is required to estimate future operating cash flows. In 2020, the Company recognized a $1.0 million impairment charge for a long-lived asset and $0.4 million impairment charge for an amortizable technology asset, both within the Americas segment, as changes in market expectations

indicated the carrying amount of these assets were no longer recoverable. In 2019 and 2018, there were no indications of the carrying amounts of intangible assets with estimable lives not being recoverable.

Intangible assets include the following:


	December 31, 2020						December 31, 2019
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount

	(in millions)
Patents	$	16.1	$	(16.0)	$	0.1	$	16.1	$	(15.9)	$	0.2
Customer relationships		236.2		(165.8)		70.4		232.8		(156.3)		76.5
Technology		58.0		(36.4)		21.6		56.9		(31.6)		25.3
Trade names		27.0		(15.1)		11.9		26.0		(13.1)		12.9
Other		4.3		(3.7)		0.6		4.3		(3.6)		0.7
Total amortizable intangibles		341.6		(237.0)		104.6		336.1		(220.5)		115.6
Indefinite-lived intangible assets		37.2		—		37.2		35.8		—		35.8
	$	378.8	$	(237.0)	$	141.8	$	371.9	$	(220.5)	$	151.4

Aggregate amortization expense for amortized intangible assets for 2020, 2019 and 2018 was $15.2 million, $15.6 million and $19.6 million, respectively. Additionally, future amortization expense on amortizable intangible assets is expected to be $13.5 million for 2021, $12.1 million for 2022, $11.9 million for 2023, $11.7 million for 2024 and $10.2 million for 2025. Amortization expense is provided on a straight-line basis over the estimated useful lives of the intangible assets. The weighted-average remaining life of total amortizable intangible assets is 8.4 years. Patents, customer relationships, technology, trade names and other amortizable intangibles have weighted-average remaining lives of 0.5 years, 8.8 years, 5.0 years, 11.9 years and 16.5 years, respectively. Indefinite-lived intangible assets include trade names and trademarks.