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Goodwill and Identifiable Intangible Assets
12 Months Ended
Dec. 31, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Indentifiable Intangible Assets
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS
Goodwill at December 31, 2014 and 2013 was approximately $834.1 million and $834.8 million, respectively, and reflects the excess of cost over fair market value of net identifiable assets of companies acquired. Goodwill attributable to companies acquired in 2013 has been valued at $268.3 million. No companies were acquired in 2014. ASC Topic 805, “Business Combinations” (“ASC 805”) requires that all business combinations be accounted for using the acquisition method and that certain identifiable intangible assets acquired in a business combination be recognized as assets apart from goodwill. ASC Topic 350, “Intangibles-Goodwill and Other” (“ASC 350”) requires goodwill and other identifiable intangible assets with indefinite useful lives not be amortized, such as trade names, but instead tested at least annually for impairment (which we test each October 1, absent any impairment indicators) and be written down if impaired. ASC 350 requires that goodwill be allocated to its respective reporting unit and that identifiable intangible assets with finite lives be amortized over their useful lives. As of December 31, 2014, approximately 46.1% of our goodwill related to our United States industrial services segment, approximately 27.4% of our goodwill related to our United States building services segment, approximately 26.0% related to our United States mechanical construction and facilities services segment and approximately 0.5% related to our United States electrical construction and facilities services segment.
We test for impairment of goodwill at the reporting unit level. Our reporting units are consistent with the reportable segments identified in Note 17, “Segment Information”, of the notes to consolidated financial statements. In assessing whether our goodwill is impaired, we utilize the two-step process as prescribed by ASC 350. The first step of this test compares the fair value of the reporting unit, determined based upon discounted estimated future cash flows, to the carrying amount, including goodwill. If the fair value exceeds the carrying amount, no further work is required and no impairment loss is recognized. If the carrying amount of the reporting unit exceeds the fair value, the goodwill of the reporting unit is potentially impaired and step two of the goodwill impairment test would need to be performed to measure the amount of an impairment loss, if any. In the second step, the impairment is computed by comparing the implied fair value of the reporting unit’s goodwill with the carrying amount of the goodwill. If the carrying amount of the reporting unit’s goodwill is greater than the implied fair value of its goodwill, an impairment loss in the amount of the excess is recognized and charged to operations. The weighted average cost of capital used in our annual testing for impairment as of October 1, 2014 was 12.2%, 12.8% and 11.2% for our domestic construction segments, our United States building services segment and our United States industrial services segment, respectively. The perpetual growth rate used for our annual testing was 2.7% for all of our domestic segments. Unfavorable changes in these key assumptions may affect future testing results and cause us to fail step one of the goodwill impairment testing process. For example, keeping all other assumptions constant, a 50 basis point increase in the weighted average costs of capital would cause the estimated fair value of our United Stated industrial services segment to approach its carrying value. A 50 basis point increase in the weighted average costs of capital would not significantly reduce the excess of the estimated fair value compared to the carrying value for any of our other domestic segments. In addition, keeping all other assumptions constant, a 50 basis point reduction in the perpetual growth rate would not significantly reduce the excess of the estimated fair value compared to the carrying value for any of our domestic segments. For the years ended December 31, 2014, 2013 and 2012, no impairment of our goodwill was recognized.
We also test for the impairment of trade names that are not subject to amortization by calculating the fair value using the “relief from royalty payments” methodology. This approach involves two steps: (a) estimating reasonable royalty rates for each trade name and (b) applying these royalty rates to a net revenue stream and discounting the resulting cash flows to determine fair value. This fair value is then compared with the carrying value of each trade name. If the carrying amount of the trade name is greater than the implied fair value of the trade name, an impairment in the amount of the excess is recognized and charged to operations. The annual impairment review of our trade names for the year ended December 31, 2014 resulted in a $1.5 million non-cash impairment charge as a result of a change in the fair value of subsidiary trade names associated with certain prior acquisitions reported within our United States mechanical construction and facilities services segment and our United States building services segment. For the years ended December 31, 2013 and 2012, no impairment of our trade names was recognized.
In addition, we review for the impairment of other identifiable intangible assets that are being amortized whenever facts and circumstances indicate that their carrying values may not be fully recoverable. This test compares their carrying values to the undiscounted pre-tax cash flows expected to result from the use of the assets. If the assets are impaired, the assets are written down to their fair values, generally determined based on their future discounted cash flows. For the years ended December 31, 2014, 2013 and 2012, no impairment of our other identifiable intangible assets was recognized.
Our development of the present value of future cash flow projections used in impairment testing is based upon assumptions and estimates by management from a review of our operating results, business plans, anticipated growth rates and margins and weighted average cost of capital, among others. Those assumptions and estimates can change in future periods, and other factors used in assessing fair value are outside the control of management, such as interest rates. There can be no assurances that our estimates and assumptions made for purposes of our goodwill and identifiable intangible asset impairment testing will prove to be accurate predictions of the future. If our assumptions regarding future business performance plans or anticipated growth rates and/or margins are not achieved, or there is a rise in interest rates, we may be required to record goodwill and/or identifiable intangible asset impairment charges in future periods. It is not possible at this time to determine if any such future impairment charge would result or, if it does, whether such a charge would be material.
The changes in the carrying amount of goodwill by reportable segments during the years ended December 31, 2014 and 2013 were as follows (in thousands):  
 
United States
electrical
construction
and facilities
services segment
 
United States
mechanical
construction
and facilities
services segment
 
United States
building
services segment
 
United States
industrial services segment
 
Total
Balance at December 31, 2012
$
3,823

 
$
201,150

 
$
244,787

 
$
116,828

 
$
566,588

Acquisitions, sales and purchase price adjustments

 
522

 

 
267,715

 
268,237

Transfers

 
15,583

 
(15,583
)
 

 

Balance at December 31, 2013
3,823

 
217,255

 
229,204

 
384,543

 
834,825

Acquisitions, sales and purchase price adjustments

 

 
(819
)
 
96

 
(723
)
Transfers

 

 

 

 

Balance at December 31, 2014
$
3,823

 
$
217,255

 
$
228,385

 
$
384,639

 
$
834,102



The aggregate goodwill balance as of December 31, 2012 included $210.6 million of accumulated impairment charges, which were comprised of $139.5 million within the United States building services segment and $71.1 million within the United States industrial services segment.
Identifiable intangible assets as of December 31, 2014 and 2013 consist of the following (in thousands):  
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Accumulated
Impairment
Charge 
 
Total
Contract backlog
$
47,620

 
$
(47,620
)
 
$

 
$

Developed technology/Vendor network
95,661

 
(35,347
)
 

 
60,314

Customer relationships
425,873

 
(112,457
)
 
(4,834
)
 
308,582

Non-competition agreements
9,980

 
(9,330
)
 

 
650

Trade names (amortized)
21,248

 
(9,515
)
 

 
11,733

Trade names (unamortized)
170,218

 

 
(49,437
)
 
120,781

Total
$
770,600

 
$
(214,269
)
 
$
(54,271
)
 
$
502,060

 
December 31, 2013
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Accumulated
Impairment
Charge
 
Total
Contract backlog
$
47,620

 
$
(47,583
)
 
$

 
$
37

Developed technology/Vendor network
95,661

 
(30,212
)
 

 
65,449

Customer relationships
425,873

 
(83,391
)
 
(4,834
)
 
337,648

Non-competition agreements
9,980

 
(8,498
)
 

 
1,482

Trade names (amortized)
21,248

 
(6,619
)
 

 
14,629

Trade names (unamortized)
170,218

 

 
(47,966
)
 
122,252

Total
$
770,600

 
$
(176,303
)
 
$
(52,800
)
 
$
541,497



Identifiable intangible assets attributable to companies acquired in 2013 have been valued at $228.8 million. No companies were acquired in 2014. See Note 3 - Acquisitions of Businesses of the notes to consolidated financial statements for additional information. The identifiable intangible amounts are amortized on a straight-line basis. The weighted average amortization periods for the unamortized balances remaining are, in the aggregate, approximately 12 years, which are comprised of the following: 12.5 years for developed technology/vendor network, 12 years for customer relationships, 1.75 years for non-competition agreements and 4.75 years for trade names.
Amortization expense related to identifiable intangible assets with finite lives was $38.0 million, $31.0 million and $29.8 million for the years ended December 31, 2014, 2013 and 2012, respectively. The following table presents the estimated future amortization expense of identifiable intangible assets in the following years (in thousands):  
2015
$
37,565

2016
36,502

2017
34,195

2018
32,070

2019
30,105

Thereafter
210,842

 
$
381,279