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Goodwill and Other Intangible Assets
9 Months Ended
Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

9. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill as of September 30, 2022 and December 31, 2021 are summarized as follows:

 

 

Americas -
Manufacturing

 

 

Americas -
Distribution

 

 

MEAP

 

 

Consolidated

 

Balance as of January 1, 2021

 

$

166.5

 

 

$

 

 

$

68.6

 

 

$

235.1

 

Foreign currency impact

 

 

 

 

 

 

 

 

(0.5

)

 

 

(0.5

)

Acquisitions

 

 

 

 

 

15.1

 

 

 

 

 

 

15.1

 

Balance as of December 31, 2021

 

 

166.5

 

 

 

15.1

 

 

 

68.1

 

 

 

249.7

 

Foreign currency impact

 

 

 

 

 

 

 

 

(3.8

)

 

 

(3.8

)

Purchase accounting adjustments

 

 

 

 

 

(0.7

)

 

 

 

 

 

(0.7

)

Balance as of September 30, 2022

 

$

166.5

 

 

$

14.4

 

 

$

64.3

 

 

$

245.2

 

As of September 30, 2022, the Company recorded goodwill of $6.6 million and $7.8 million from the acquisitions of Aspen and the crane business of H&E, respectively. Management determined the goodwill represents the assembled workforce and synergies between the acquired companies and Manitowoc that are not individually identified and separately recognized. The total goodwill related to the acquisitions is deductible for tax purposes over 15 years. Refer to Note 2, "Business Combinations," for additional information.

The Company performs its annual goodwill impairment testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has been monitoring macroeconomic conditions such as ongoing supply chain constraints, inflation and rising interest rates. In addition, the Company has experienced a decline in its equity market capitalization which, as of September 30, 2022, was lower than its book value. The Company assessed these and other qualitative factors as outlined in Accounting Standards Codification ("ASC") 350-20-35-3C and determined no triggering events for potential impairment were identified as of September 30, 2022 that would indicate it is more likely than not goodwill is impaired. However, there could be an impairment charge if there is an unfavorable change to forecasted future cash flows as a result of deteriorating macroeconomic conditions, the Company's equity market capitalization remains low for a prolonged period or it further declines. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that goodwill might be impaired.

The gross carrying amount, accumulated amortization and net book value of the Company’s intangible assets other than goodwill as of September 30, 2022 and December 31, 2021 are summarized as follows:

 

 

 

September 30, 2022

 

 

December 31, 2021

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization
Amount

 

 

Net
Book
Value

 

Definite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

26.6

 

 

$

(9.7

)

 

$

16.9

 

 

$

27.0

 

 

$

(9.0

)

 

$

18.0

 

Patents

 

 

27.3

 

 

 

(26.8

)

 

 

0.5

 

 

 

29.7

 

 

 

(29.1

)

 

 

0.6

 

Noncompetition agreements

 

 

4.2

 

 

 

(1.0

)

 

 

3.2

 

 

 

4.2

 

 

 

(0.4

)

 

 

3.8

 

Trademarks and tradenames

 

 

2.2

 

 

 

(0.5

)

 

 

1.7

 

 

 

2.2

 

 

 

(0.1

)

 

 

2.1

 

Other intangibles

 

 

0.7

 

 

 

(0.5

)

 

 

0.2

 

 

 

0.6

 

 

 

(0.2

)

 

 

0.4

 

Total

 

 

61.0

 

 

 

(38.5

)

 

 

22.5

 

 

 

63.7

 

 

 

(38.8

)

 

 

24.9

 

Indefinite lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks and tradenames

 

 

88.0

 

 

 

 

 

 

88.0

 

 

 

95.9

 

 

 

 

 

 

95.9

 

Distribution network

 

 

17.2

 

 

 

 

 

 

17.2

 

 

 

18.8

 

 

 

 

 

 

18.8

 

Total

 

 

105.2

 

 

 

 

 

 

105.2

 

 

 

114.7

 

 

 

 

 

 

114.7

 

Total other intangible assets

 

$

166.2

 

 

$

(38.5

)

 

$

127.7

 

 

$

178.4

 

 

$

(38.8

)

 

$

139.6

 

Other intangible assets with definite lives are amortized over their estimated useful lives. Amortization expense for the three months ended September 30, 2022 and 2021 was $0.8 million and $0.5 million, respectively. Amortization expense for the nine months ended September 30, 2022 and 2021 was $2.4 million and $0.7 million, respectively.

As a result of the acquisition of Aspen during the year ended December 31, 2021, intangible assets of $2.2 million for customer relationships, $2.2 million for tradenames, $0.8 million for other intangibles and $0.2 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 18 years, 5 years, 9 months and 5 years, respectively. The weighted average useful life for acquired intangibles is 3.2 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.

As a result of the acquisition of the crane business of H&E during the year ending December 31, 2021, intangible assets of $15.1 million for customer relationships and $3.8 million for a noncompetition agreement were acquired. The useful life for each intangible asset class is 12 years and 5 years for the customer relationships and the noncompetition agreement, respectively. The weighted average useful life for the acquired intangibles assets is 9.4 years. The fair value of identifiable intangible assets has been determined using the income approach which involves significant unobservable inputs.

Definite lived intangible assets and long-lived assets are subject to impairment testing whenever events or circumstances indicate that the carrying value of the assets may not be recoverable. The Company determined there was no triggering event as of September 30, 2022.

The Company performs its annual indefinite lived intangible assets testing during the fourth quarter, or more frequently if events or changes in circumstances indicate that the asset might be impaired. The Company has been monitoring macroeconomic conditions such as ongoing supply chain constraints, inflation and rising interest rates. The Company assessed these and other qualitative factors as outlined in ASC 350-30-35-18B and determined no triggering events for potential impairments were identified as of September 30, 2022 that would indicate it is more likely than not indefinite lived intangible assets were impaired. However, there could be an impairment charge if there is an unfavorable change to forecasted future cash flows as a result of deteriorating macroeconomic conditions. The Company will continue to monitor changes in circumstances and test more frequently if those changes indicate that indefinite lived intangible assets might be impaired.