Goodwill and Intangible Assets

The Company is required to test for impairment on at least an annual basis. The Company conducted its annual impairment assessment as of October 1. In addition, the Company tests for impairment whenever events or circumstances indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. Such events may include, but are not limited to, significant changes in economic and competitive conditions, the impact of the economic environment on the Company’s customer base or its businesses, or a material negative change in its relationships with significant customers.

In September 2011, the FASB issued ASU No. 2011-08, Intangibles—Goodwill and Other (Topic 350) effective for fiscal years beginning after December 15, 2011. The update gives companies the option to perform a qualitative assessment that may enable them to forgo the annual two-step test for impairment. ASU No. 2011-08 allows a qualitative assessment to first be performed to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If a company concludes that this is the case, it must perform the two-step test. Otherwise a company does not have to perform the two-step test. The ASU also includes a revised list of events and circumstances to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company adopted this guidance in 2011 and conducted its annual impairment assessment as of October 1.

In evaluating goodwill for impairment using the two-step test, the Company uses a combination of valuation techniques primarily using discounted cash flows to determine the fair values of its business reporting units and market based multiples as supporting evidence. The variables and assumptions used, all of which are level 3 fair value inputs, include the projections of future revenues and expenses, working capital, terminal values, discount rates and long term growth rates. The market multiples observed in sale transactions are determined separately for each reporting unit are based on the weighted average cost of capital determined for each of the Company’s reporting units and ranged from 8.4% to 11.9% in 2012. In addition we make certain judgments about the selection of comparable companies used in determining market multiples in valuing our business units, as well as certain assumptions to allocate shared assets and liabilities to calculate values for each of our business units. The underlying assumptions used are based on historical actual experience and future expectations that are consistent with those used in the Company’s strategic plan. The Company compares the fair value of each of its reporting units to their respective carrying values, including related goodwill. We also compare our book value and the estimates of fair value of the reporting units to our market capitalization as of and at dates near the annual testing date. Management uses this comparison as additional evidence of the fair value of the Company, as our market capitalization may be suppressed by other factors such as the control premium associated with a controlling shareholder, our leverage or general expectations regarding future operating results and cash flows. In situations where the implied value of the Company under the Income or Market Approach are significantly different than our market capitalization we re-evaluate and adjust, if necessary, the assumptions underlying our Income and Market Approach models. Our estimate of the fair values of these business units, and the related goodwill, could change over time based on a variety of factors, including the aggregate market value of the Company’s common stock, actual operating performance of the underlying businesses or the impact of future events on the cost of capital and the related discount rates used.

In 2010, the Company determined that all reporting units had an estimated fair value substantially in excess of carrying value except for Lawn and Garden which initially passed but not by a substantial amount. In the fourth quarter, persistently high raw material costs and weak demand resulted in operating results and cash flows in the Lawn and Garden Segment that were significantly below forecasts which also impacted projections for future years. As a result of this triggering event, the Company determined that the Lawn and Garden reporting unit needed to complete a Step 1 test as of December 31, 2010. This reporting unit failed Step 1 of this impairment test, requiring a Step 2 test to be performed. Based on the results of Step 2 testing, which included a valuation of the reporting unit’s net assets in accordance with ASC 805, Business Combinations ("ASC 805"), a goodwill impairment charge of $72.0 million was recorded in the fourth quarter of 2010 writing down its implied fair value to $9.3 million. The fair values for the valuation of the net assets were developed using both level 2 and 3 inputs.

The changes in the carrying amount of goodwill for the years ended December 31, 2012 and 2011 is as follows:



	Distribution		Engineered Products		Material Handling		Lawn and Garden			Total
January 1, 2011	$	214	$	707	$	30,383	$	9,588		$	40,892
Acquisitions	—		—		3,896		—			3,896
Foreign currency translation	—		—		—		(122		)	(122		)
Impairments	—		—		—		—			—
December 31, 2011	$	214	$	707	$	34,279	$	9,466		$	44,666
Acquisitions	—		—		16,240		—			16,240
Foreign currency translation	—		—		2		148			150
Impairments	—		—		—		—			—
December 31, 2012	$	214	$	707	$	50,521	$	9,614		$	61,056

Intangible assets other than goodwill primarily consist of trade names, customer relationships, patents, and technology assets established in connection with acquisitions. These intangible assets, other than certain trade names, are amortized over their estimated useful lives. The Company performs an annual impairment assessment for the indefinite lived trade names with a value of $6,812. In performing this assessment the Company uses an income approach, based primarily on level 3 inputs, to estimate the fair value of the trade name. The Company records an impairment charge if the carrying value of the trade name exceeds the estimated fair value at the date of assessment. Estimated annual amortization expense for intangible assets with finite lives for the next five years is: $3,494 in 2013; $3,121 in 2014; $3,016 in 2015, $3,015 in 2016 and $2,107 in 2017.

Intangible assets at December 31, 2012 and 2011 consisted of the following:



	Weighted Average Useful Life (years)	Gross		2012 Accumulated Amortization			Net		Gross		2011 Accumulated Amortization			Net
Trade Names	7.3	$	7,273	$	(46	)	$	7,227	$	4,442	$	(14	)	$	4,428
Customer Relationships	4.9	18,702		(10,163		)	8,539		13,747		(8,437		)	5,310
Technology	10.4	7,837		(2,433		)	5,404		4,071		(2,181		)	1,890
Patents	4.2	10,900		(6,359		)	4,541		10,900		(5,269		)	5,631
Non-Compete	1.8	569		(441		)	128		426		(418		)	8
		$	45,281	$	(19,442	)	$	25,839	$	33,586	$	(16,319	)	$	17,267