Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2013

Goodwill And Intangible Assets Disclosure [Abstract]

7. Goodwill and Intangible Assets


	2013				2012
	Goodwill		Tradename		Goodwill		Tradename
Beginning balance	$	19,548	$	3,526	$	14,661	$	3,218
Acquisitions		112,306		14,775		4,806		300
Foreign currency adjustments		366		118		81		8

	$	132,220	$	18,419	$	19,548	$	3,526

As of December 31, 2013, the Company has an aggregate amount of Goodwill acquired of $149.6 million and an aggregate amount of impairment losses of $17.1 million, which was recognized in 2009.

In performing its goodwill assessment for 2013, the Company evaluated the following factors that affect future business performance: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, entity-specific events, reporting unit factors and company stock price. As a result of the assessment of these qualitative factors, with the exception of one reporting unit, the Company has concluded that it is more likely than not that the fair values of the reporting units with goodwill as of December 31, 2013 exceed the carrying values of these units. Accordingly, the first and second steps of the goodwill impairment test as described in FASB ASC 350-20-35, which includes estimating the fair values of each reporting unit, are not considered necessary for these reporting units and no goodwill impairment charges were recorded in 2013.

The analysis of these qualitative factors for one reporting unit with total goodwill of $4.8 million as of December 31, 2013 led to the conclusion that is was not more likely than not that the fair value for this reporting unit exceeded the carrying value. Accordingly, the first step of the two step goodwill impairment test as described in FASB ASC 350-20-35 was performed. The resultant estimated fair value of the reporting unit exceeded its carrying value by approximately 12% as of December 31, 2013 and no goodwill impairment charges were recorded. Management’s projections used to estimate the undiscounted cash flows included increasing sales volumes and operational improvements designed to reduce costs. Changes in the assumptions used, including if the Company does not successfully achieve its 2014 operating plan, can materially affect the expected cash flows, and such impacts can result in material non-cash impairment charges.

The fair value measurement method used in the Company’s impairment analysis utilizes a number of significant unobservable inputs or Level 3 assumptions. These assumptions include, among others, projections of our future operating results, the implied fair value of these assets using an income approach by preparing a discounted cash flow analysis and other subjective assumptions.

In performing its assessment of indefinite life intangible assets for 2013, the Company evaluated the following factors that affect future business performance: macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, entity-specific events, reporting unit factors and company stock price. As a result of the assessment of these qualitative factors, the Company has concluded that it is more likely than not that the fair values of the indefinite life intangible assets as of December 31, 2013 exceed the carrying values at the respective reporting units. Accordingly, estimating the fair values of these assets, is not considered necessary and no indefinite life intangible asset impairment charges were recorded in 2013.

Similarly, no goodwill or indefinite life intangible asset charges were recorded in 2012.


	2013				2012
Intangible assets—finite life	Cost		Accum. Amort.		Cost		Accum. Amort
Patents	$	1,423	$	1,383	$	1,414	$	1,281
Employment agreements		733		213		170		—
Technology		8,677		752		230		—
Customer lists		41,018		3,458		2,343		1,593
Foreign currency adjustments		858		90		—		—

	$	52,709	$	5,896	$	4,157	$	2,874

Amortization expense of finite life intangible assets was $4.7 million and $0.3 million for 2013 and 2012, respectively. Amortization over the next five years for finite life intangibles is $7.1 million in 2014, $7.1 million in 2015, $6.1 million in 2016, $5.2 million in 2017, and $4.0 million in 2018.

- 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.

+ References+ Details