Quarterly report pursuant to Section 13 or 15(d)

Intangible Assets and Goodwill

v3.20.2
Intangible Assets and Goodwill
9 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill Intangible Assets and Goodwill
Impairment assessment

Annual impairment assessment

Testing for impairment of goodwill and indefinite lived assets must be performed annually, or on an interim basis upon the occurrence of triggering events or substantive changes in circumstances that indicate that the fair value of the asset or reporting unit may have decreased below the carrying value.  The Company’s annual assessment was performed in the third quarter of 2020 and consists of determining each reporting unit’s current fair value compared to its current carrying value. For all reporting units tested, the fair value of goodwill was determined to exceed the carrying value, resulting in no further impairment to goodwill. Additionally, the fair value of indefinite lived trade names was determined to meet or exceed the carrying value for all trade names, resulting in no further impairment to trade names.

Interim impairment assessment

In connection with the preparation of the Consolidated Financial Statements for the second quarter of 2020, an interim impairment assessment was performed for select reporting units within the Process Equipment Group and Milacron reportable segments as a result of certain triggering events and changes in circumstances discussed in detail below. Additionally, based on the macroeconomic factors below, as well as the decline in the Company’s common stock price during the second quarter of 2020, the Company performed a qualitative review for all remaining reporting units and determined that those reporting units did not require an interim impairment test as it was more likely than not that the current fair value of those reporting units exceeded their carrying value, based on their current and projected financial performance as well as the headroom from previous goodwill impairment tests.
For certain reporting units within the Process Equipment Group reportable segment, an interim impairment review was triggered during the second quarter of 2020 by the Company’s decision to redirect its strategic investments as it remains focused on deleveraging following two major events: (1) the continued evaluation of the Company’s operations following the acquisition of Milacron completed on November 21, 2019, and (2) current adverse macroeconomic conditions primarily driven by the COVID-19 pandemic. In connection with these events, the Company made the decision to limit its future strategic investment in its two reporting units that primarily sell and manufacture products in the flow control sector. The decision to limit future investment, as well as the Company’s updated forecasts, which considered the impact of the COVID-19 pandemic, reduced those reporting units’ anticipated annual revenue growth rates and corresponding profitability and cash flows. The annual revenue growth rates utilized in the Company’s fair value estimate are consistent with the reporting units’ operating plans. As a result of the change to expected future cash flows, along with comparable fair value information, the Company concluded that the carrying value for these reporting units exceeded their fair value, resulting in goodwill impairment charges of $72.3 during the second quarter of 2020. The pre-impairment goodwill balance for these reporting units was $95.2.  A 10% further reduction in the fair value of these reporting units would indicate a potential additional goodwill impairment of approximately $12.0.  Additionally, under the relief-from-royalty fair value method, the Company concluded that the carrying value of a trade name associated with one of these reporting units exceeded its fair value. As a result, an impairment charge of $0.7 was recorded for this trade name during the second quarter of 2020. The pre-impairment balance for this trade name was $4.4. During the three months ended June 30, 2020, there were no material changes to the Company’s previous forecasts or significant changes in macroeconomic conditions that triggered an interim impairment review.

For the reporting units within the Milacron reportable segment, an interim impairment review was triggered during the second quarter of 2020, due to macroeconomic conditions primarily driven by the COVID-19 pandemic. Subsequent to the Company completing the acquisition of Milacron on November 21, 2019, the Company revised its forecasts for all reporting units within the Milacron reportable segment due to the deterioration in the overall global economy as a result of the pandemic. As a result of the decline in forecasted revenues, under the relief-from-royalty fair value method, the Company concluded that the carrying value of certain trade names and technology associated with these reporting units exceeded their fair value. As a result, impairment charges of $9.5 were recorded for these intangible assets during the second quarter of 2020. The pre-impairment balance for these intangible assets was $125.0. A 10% further reduction in the fair value of these intangible assets, caused by further declines in forecasted revenues and changes in the discount rate selected by the Company, would indicate a potential additional impairment of approximately $12.0. During the three months ended June 30, 2020, there were no material changes to the Company’s previous forecasts or significant changes in macroeconomic conditions that triggered an interim impairment review.

The impairment charges to goodwill and the identifiable intangible assets were nondeductible for tax purposes. The following table summarizes the impairment charges recorded by the Company during the nine months ended June 30, 2020:
Impairment Charges
Process Equipment Group Milacron Total
Goodwill $ 72.3    $ —    $ 72.3   
Trade names 0.7    7.9    8.6   
Technology, including patents —    1.6    1.6   
Total $ 73.0    $ 9.5    $ 82.5   

As a result of the interim impairment review triggered during the second quarter of 2020 for all reporting units within the Milacron reportable segment, as discussed above, the Company determined that no impairment of goodwill occurred for these reporting units. The estimated fair value, as calculated, for all four reporting units within the Milacron reportable segment ranged from approximately 3% to 16% greater than their carrying value. During the three months ended June 30, 2020, there were no material changes to the Company’s previous forecasts or significant changes in macroeconomic conditions that triggered an interim impairment review.

The valuation used to test goodwill for impairment is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, achievement of synergy initiatives, margin expansion, and the Company's business plans. The Company believes these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values. As a result of these factors and the limited cushion (or headroom as commonly referred) due to the recent acquisition of Milacron, goodwill for the reporting units within the Milacron reportable segment are more susceptible to impairment risk.
The Company is required to provide additional disclosures about fair value measurements as part of the Consolidated Financial Statements for each major category of assets and liabilities measured at fair value on a nonrecurring basis (including impairment assessments). Goodwill and intangible assets were valued using Level 3 inputs, which are unobservable by nature, and included internal estimates of future cash flows (income approach). Significant increases (decreases) in any of those unobservable inputs in isolation would result in a significantly higher (lower) fair value measurement.

The most significant assumptions used in the determination of the estimated fair value of the reporting units are the revenue and EBITDA growth rates (including terminal growth rates) and the discount rate. The terminal growth rate represents the rate at which the reporting unit is expected to grow beyond the shorter-term business planning period. The terminal growth rate utilized in the Company’s fair value estimate is consistent with the reporting unit operating plans and approximates expected long-term category market growth rates and inflation. The discount rate, which is consistent with a weighted-average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The discount rates may be impacted by adverse changes in the macroeconomic environment, specifically the COVID-19 pandemic, volatility in the equity and debt markets or other factors.

While the Company can implement and has implemented certain strategies to address these events, changes in operating plans or adverse changes in the future could reduce the underlying cash flows used to estimate reporting unit fair values and could result in a further decline in fair value that would trigger a future material impairment charge of the reporting units’ goodwill balance.

Intangible Assets

Intangible assets are stated at the lower of cost or fair value. With the exception of most trade names, intangible assets are amortized on a straight-line basis over periods ranging from three to 21 years, representing the period over which the Company expects to receive future economic benefits from these assets. The Company assesses the carrying value of most trade names annually, or more often if events or changes in circumstances indicate there may be an impairment.

The following table summarizes the carrying amounts and related accumulated amortization for intangible assets as of June 30, 2020 and September 30, 2019:
  June 30, 2020 September 30, 2019
  Cost Accumulated
Amortization
Cost Accumulated
Amortization
Finite-lived assets:        
Trade names $ 0.2    $ (0.2)   $ 0.2    $ (0.2)  
Customer relationships 948.3    (206.0)   464.2    (169.2)  
Technology, including patents 157.0    (59.1)   76.8    (49.4)  
Software 70.8    (56.2)   58.7    (51.7)  
Backlog 10.0    (10.0)   —    —   
Other 0.1    (0.1)   0.2    (0.2)  
  1,186.4    (331.6)   600.1    (270.7)  
Indefinite-lived assets:        
Trade names 238.8    —    125.5    —   
Total $ 1,425.2    $ (331.6)   $ 725.6    $ (270.7)  

The net change in intangible assets during the nine months ended June 30, 2020 was driven primarily by the following:

the acquisition of Milacron, which included acquired intangible assets of $815.0;
the divestiture of Cimcool, which included divested gross intangible assets of $122.1;
impairment charges to intangible assets of $10.2;
normal amortization; and
foreign currency adjustments.
See Note 4 for further information on the acquisition of Milacron and the divestiture of Cimcool. Estimated amortization expense related to intangible assets for the next five years is as follows: $71.6 in 2020 (includes nine months actual and three months estimated), $65.8 in 2021, $64.8 in 2022, $64.3 in 2023, and $64.2 in 2024.

Goodwill

As discussed above, goodwill is not amortized but is tested for impairment at least annually, or on an interim basis upon the occurrence of triggering events or substantive changes in circumstances.  Goodwill has been assigned to reporting units.  The Company assesses the carrying value of goodwill annually, or more often if events or changes in circumstances indicate there may be impairment.  Impairment testing is performed at a reporting unit level.

The following table summarizes the changes in the Company’s goodwill, by reportable segment, for the nine months ended June 30, 2020:
  Process
Equipment
Group
Milacron Batesville Total
Balance as of September 30, 2019 $ 569.7    $ —    $ 8.3    $ 578.0   
Acquisitions (1)
1.7    707.6    —    709.3   
Divestiture (2)
—    (77.9)   —    (77.9)  
Impairment charges (72.3)   —    —    (72.3)  
Foreign currency adjustments 11.2    (5.2)   —    6.0   
Balance as of June 30, 2020 (3)
$ 510.3    $ 624.5    $ 8.3    $ 1,143.1   
(1)See Note 4 for further information on the acquisitions of Milacron and BM&M.
(2)See Note 4 for further information on the divestiture of Cimcool.
(3)There was accumulated goodwill impairment of $131.1 and $58.8 within the Process Equipment Group as of June 30, 2020 and September 30, 2019, respectively.