GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 26, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

The changes in the carrying amount of goodwill for the nine months ended September 26, 2020 were as follows:


	December 31, 2019		Goodwill Resulting from Business Combinations (1)		Impairments		Foreign Currency Translation		September 26, 2020
HVAC reportable segment
Gross goodwill	$	277.1	$	0.5	$	—	$	1.4	$	279.0
Accumulated impairments	(144.6)		—		—		0.1		(144.5)
Goodwill	132.5		0.5		—		1.5		134.5

Detection and Measurement reportable segment
Gross goodwill	304.1		38.0		—		0.3		342.4
Accumulated impairments	(133.6)		—		—		0.7		(132.9)
Goodwill	170.5		38.0		—		1.0		209.5

Engineered Solutions reportable segment
Gross goodwill	334.2		—		—		3.7		337.9
Accumulated impairments	(187.9)		—		—		(3.7)		(191.6)
Goodwill	146.3		—		—		—		146.3

All Other
Gross goodwill	20.8		—		—		—		20.8
Accumulated impairments	(20.8)		—		—		—		(20.8)
Goodwill	—		—		—		—		—

Total
Gross goodwill	936.2		38.5		—		5.4		980.1
Accumulated impairments	(486.9)		—		—		(2.9)		(489.8)
Goodwill	$	449.3	$	38.5	$	—	$	2.5	$	490.3

___________________________

(1)Reflects goodwill acquired with the ULC acquisition of $38.0 and an increase in Patterson-Kelley's goodwill during the period of $0.6 resulting from revisions to the valuation of certain liabilities and an increase in SGS's goodwill during the period of $0.4 resulting from revisions to the valuation of certain income tax accounts. These increases were partially offset by a decrease to goodwill during the period from revisions to the valuation of certain tangible assets at Patterson-Kelley of $0.5. As indicated in Note 1, the acquired assets, including goodwill, and liabilities assumed in the ULC and Patterson-Kelley acquisitions have been recorded at estimates of fair value and are subject to change upon completion of acquisition accounting.

Other Intangibles, Net

Identifiable intangible assets at September 26, 2020 and December 31, 2019 comprised the following:


	September 26, 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	$	100.2	$	(13.9)	$	86.3	$	77.4	$	(8.7)	$	68.7
Technology	51.7		(5.5)		46.2		29.5		(3.3)		26.2
Patents	4.5		(4.5)		—		4.5		(4.5)		—
Other	18.5		(10.1)		8.4		12.6		(9.2)		3.4
	174.9		(34.0)		140.9		124.0		(25.7)		98.3
Trademarks with indefinite lives (2)	161.6		—		161.6		153.4		—		153.4
Total	$	336.5	$	(34.0)	$	302.5	$	277.4	$	(25.7)	$	251.7

___________________________

(1)The identifiable intangible assets associated with the ULC acquisition consists of customer backlog of $4.6, customer relationships of $22.8, technology of $21.9 and non-compete agreements of $1.7.

(2)Changes during the nine months ended September 26, 2020 related primarily to the acquisition of ULC trademarks of $7.6.

In connection with the acquisition of ULC, which has definite-lived intangibles as noted above, we updated our estimated annual amortization expense related to intangible assets to approximately $13.5 for the full year 2020, $17.0 for 2021 and $14.2 for each of the four years thereafter.

At September 26, 2020, the net carrying value of intangible assets with determinable lives consisted of $25.2 in the HVAC reportable segment and $115.7 in the Detection and Measurement reportable segment. At September 26, 2020, trademarks with indefinite lives consisted of $96.4 in the HVAC reportable segment, $56.1 in the Detection and Measurement reportable segment, and $9.1 in the Engineered Solutions reportable segment.

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. A significant amount of judgment is involved in determining if an indication of impairment has occurred between annual testing dates. Such indication may include: a significant decline in expected future cash flows; a significant adverse change in legal factors or the business climate; unanticipated competition; and a more likely than not expectation of selling or disposing all, or a portion, of a reporting unit.

Based on our annual goodwill impairment testing in the fourth quarter of 2019, we concluded that the estimated fair value of our Cues reporting unit exceeded the carrying value of its net assets by approximately 10%. An adverse change in any of the assumptions used in testing Cues’ goodwill for impairment (e.g., projected revenue and profit, discount rates, industry price multiples, etc.) could result in Cues’ estimated fair value being less than the carrying value of its net assets. If Cues is unable to achieve the financial forecasts included in its 2019 annual goodwill impairment analysis, we may be required to record an impairment charge related to Cues’ goodwill. Cues’ goodwill was $47.9 as of September 26, 2020.

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 the resulting cash flows discounted at a rate of return that reflects current market conditions (fair value based on unobservable inputs - Level 3, as defined in Note 17). The primary 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.

As indicated in Note 1, the COVID-19 pandemic could have an adverse impact on our consolidated financial results in the fourth quarter of 2020, and possibly longer. As of September 26, 2020, there were 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 consolidated financial results may require an impairment charge related to one or more of these assets in a future period.