Goodwill And Other Intangible Assets

9 Months Ended

Sep. 28, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

We had intangible assets with a net book value of $69.0 million and $78.2 million as of September 28, 2014 and December 29, 2013, respectively.

The following table reflects the components of intangible assets as of September 28, 2014 and December 29, 2013:



		September 28, 2014				December 29, 2013
(amounts in thousands)	Amortizable Life (years)	Gross Amount		Gross Accumulated Amortization		Gross Amount		Gross Accumulated Amortization
Finite-lived intangible assets:
Customer lists	6 to 20	$	80,453	$	58,685	$	83,063	$	56,798
Trade name	1 to 30	28,222		18,543		30,256		19,346
Patents, license agreements	3 to 14	59,309		53,200		61,820		54,225
Internal-use software	3 to 7	24,127		14,194		24,039		12,358
Other	2 to 6	7,099		6,922		7,132		6,793
Total amortized finite-lived intangible assets		199,210		151,544		206,310		149,520

Indefinite-lived intangible assets:
Trade name		21,376		—		21,376		—
Total identifiable intangible assets		$	220,586	$	151,544	$	227,686	$	149,520

Amortization expense for the three and nine months ended September 28, 2014 was $2.8 million and $8.4 million, respectively. Amortization expense for the three and nine months ended September 29, 2013 was $3.0 million and $8.9 million, respectively.

Estimated amortization expense for each of the five succeeding years is anticipated to be:



(amounts in thousands)
2014	⁽¹⁾	$	11,383
2015		$	11,033
2016		$	10,620
2017		$	9,545
2018		$	3,678


⁽¹⁾	The estimated amortization expense for the remainder of 2014 is anticipated to be $3.0 million.

Historically, we have reported our results of operations in three segments: Shrink Management Solutions (SMS), Apparel Labeling Solutions (ALS), and Retail Merchandising Solutions (RMS). During the third quarter of 2013, we adjusted the product allocation between our SMS and ALS segments, renamed the SMS segment Merchandise Availability Solutions (MAS) and began reporting our segments as: Merchandise Availability Solutions, Apparel Labeling Solutions, and Retail Merchandising Solutions.

The changes in the carrying amount of goodwill are as follows:



(amounts in thousands)	Merchandise Availability Solutions			Apparel Labeling Solutions		Retail Merchandising Solutions			Total
Balance as of December 30, 2012	$	159,031		$	—	$	23,710		$	182,741
Segment reallocation	(2,116		)	2,116		—			—
Translation adjustments	2,242			—		881			3,123
Balance as of December 29, 2013	$	159,157		$	2,116	$	24,591		$	185,864
Translation adjustments	(6,236		)	—		(1,872		)	(8,108		)
Balance as of September 28, 2014	$	152,921		$	2,116	$	22,719		$	177,756

The following table reflects the components of goodwill as of September 28, 2014 and December 29, 2013:



	September 28, 2014						December 29, 2013
(amounts in thousands)	Gross Amount		Accumulated Impairment Losses		Goodwill, Net		Gross Amount		Accumulated Impairment Losses		Goodwill, Net
Merchandise Availability Solutions	$	197,328	$	44,407	$	152,921	$	207,589	$	48,432	$	159,157
Apparel Labeling Solutions	86,084		83,968		2,116		86,764		84,648		2,116
Retail Merchandising Solutions	129,364		106,645		22,719		138,098		113,507		24,591
Total goodwill	$	412,776	$	235,020	$	177,756	$	432,451	$	246,587	$	185,864

On January 28, 2011, we entered into a Master Purchase Agreement to acquire the equity and/or assets of the Shore to Shore businesses. The acquisition was settled on May 16, 2011 for approximately $78.7 million, net of cash acquired of $1.9 million and the assumption of debt of $4.2 million.

The purchase price included a payment to escrow of $17.5 million related to the 2010 performance of the acquired business. This amount is subject to adjustment pending final determination of the 2010 performance and could result in an additional purchase price payment of up to $6.3 million. We are currently involved in an arbitration process in order to require the seller to provide audited financial information related to the 2010 performance. When the final information is received and the calculation of the final purchase price is agreed to by both parties, the final adjustment to the purchase price will be recognized through earnings.

Acquisition costs incurred in connection with the transaction, including legal and other arbitration-related costs, are recognized within acquisition costs in the Consolidated Statement of Operations. Acquisitions costs were $0.3 million for each the three and nine months ended September 28, 2014 compared to $0.3 million and $0.7 million for the three and nine months ended September 29, 2013, respectively.

We perform an assessment of goodwill by comparing each individual reporting unit’s carrying amount of net assets, including goodwill, to their fair value at least annually during the October month-end close and whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

- Definition

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

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