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GOODWILL AND OTHER INTANGIBLE ASSETS
9 Months Ended
Sep. 30, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill and other identifiable indefinite lived intangibles are not amortized, but are subject to an annual impairment test, or more frequent testing if circumstances indicate that they may be impaired.
Goodwill:
We have two geographical reportable segments, "United States" and "International", both of which have goodwill. We have retroactively reclassified $4.3 million of goodwill related to Puerto Rico from the United States segment to the International segment. The changes in the carrying amount of goodwill since January 1, 2014, by reportable segment, were as follows:
In thousands
 
 
United States
 
International
 
Total
Balance as of January 1, 2014
 
$
1,673,810

 
$
557,772

 
$
2,231,582

Goodwill acquired during the year
 
169,754

 
88,263

 
258,017

Purchase accounting allocation adjustments
 
(4,825
)
 
(17,595
)
 
(22,420
)
Changes due to foreign currency fluctuations
 
(2,337
)
 
(46,010
)
 
(48,347
)
Balance as of December 31, 2014
 
1,836,402

 
582,430

 
2,418,832

Goodwill acquired during the year
 
71,119

 
29,200

 
100,319

Purchase accounting allocation adjustments
 
(14,514
)
 
(412
)
 
(14,926
)
Goodwill other changes
 

 
(440
)
 
(440
)
Changes due to foreign currency fluctuations
 
(4,210
)
 
(52,121
)
 
(56,331
)
Balance at September 30, 2015
 
$
1,888,797

 
$
558,657

 
$
2,447,454


Current year adjustments to goodwill for certain 2014 acquisitions are primarily due to the finalization of intangible asset valuations.
During the quarter ended June 30, 2015, we performed our annual goodwill impairment evaluation for our three reporting units: Domestic Regulated and Compliance Services, Domestic Regulated Recall and Returns Management Services, and International Regulated and Compliance Services. We calculated fair value for our reporting units using an income method and validated those results using a market approach. Both the income and market approaches indicated no impairment to goodwill to any of our three reporting units.
Income Approach: The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to present values. Expected future cash flows are calculated using management assumptions of internal growth, capital expenditures, and cost efficiencies. Future acquisitions are not included in the expected future cash flows. We use a discount rate based on our Company calculated weighted average cost of capital which is adjusted for each of our reporting units based on size risk premium and country risk premium. Significant assumptions used in the income approach include realization of future cash flows and the discount rate used to present value those cash flows.
The results of our goodwill impairment test using the income approach indicated the fair value of our Domestic Regulated and Compliance Services and Recall and Returns Management Services reporting units exceeded book value by a substantial amount; in excess of 100%. Our International Regulated and Compliance Services reporting units' fair value exceeded book value by approximately 88% and had $589.3 million in assigned goodwill at June 30, 2015.
Market Approach: Our market approach begins by calculating the market capitalization of the Company using the average stock price for the prior twelve months and the outstanding share count at June 30, 2015. We then look at the Company's Earnings Before Interest, Tax, Depreciation, and Amortization ("EBITDA"), adjusted for stock compensation expense and other items, such as changes in the fair value of contingent consideration, restructuring and plant conversion expenses, and litigation settlement, for the prior twelve months. The calculated market capitalization is divided by the modified EBITDA to arrive at a valuation multiple. The fair value of each reporting unit is then calculated by taking the product of the valuation multiple and the trailing twelve months' modified EBITDA of that reporting unit. The fair value was then compared to the reporting units' book value and determined to be in excess of the book value. We believe that starting with the fair value of the company as a whole is a reasonable measure as that fair value is then allocated to each reporting unit based on that reporting unit's individual earnings. A sustained drop in our stock price would have a negative impact to our fair value calculations. A temporary drop in earnings of a reporting unit would have a negative impact to our fair value calculations.
The results of our goodwill impairment test using the market approach corroborated the results of the impairment test under the income approach and indicated the fair value of our reporting units exceeded their respective book values by substantial amounts.
Other Intangible Assets:
As of September 30, 2015 and December 31, 2014, the values of other intangible assets were as follows:
In thousands
 
September 30, 2015
 
December 31, 2014
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Value
Amortizable intangibles:
 
 
 
 
 
 
 
 
 
 
 
Covenants not-to-compete
$
8,343

 
$
6,404

 
$
1,939

 
$
8,474

 
$
5,688

 
$
2,786

Customer relationships
783,615

 
128,178

 
655,437

 
755,148

 
107,365

 
647,783

Tradenames
4,257

 
1,004

 
3,253

 
6,062

 
1,313

 
4,749

Technology
611

 
601

 
10

 
611

 
521

 
90

Other
501

 
64

 
437

 
539

 
35

 
504

Indefinite lived intangibles:
 
 
 
 
 
 
 
 
 
 
 
Operating permits
238,517

 

 
238,517

 
247,933

 

 
247,933

Tradenames
9,910

 

 
9,910

 
5,800

 

 
5,800

Total
$
1,045,754

 
$
136,251

 
$
909,503

 
$
1,024,567

 
$
114,922

 
$
909,645


The changes in the carrying amount of intangible assets since January 1, 2014 were as follows:
In thousands
 
 
Total
Balance as of January 1, 2014
 
$
720,035

Intangible assets acquired during the year
 
277,041

Impairments during the year
 
(9,863
)
Amortization during the year
 
(32,692
)
Changes due to foreign currency fluctuations
 
(44,876
)
Balance as of December 31, 2014
 
909,645

Intangible assets acquired during the year
 
70,282

Impairments during the year
 
(2,414
)
Amortization during the year
 
(26,957
)
Changes due to foreign currency fluctuations
 
(41,053
)
Balance at September 30, 2015
 
$
909,503


During the quarter ended March 31, 2015 we wrote off $0.2 million in customer relationships, $1.2 million in operating permits, and $1.0 million in tradenames, due to rationalizing certain of our domestic and international operations (see Note 13 - Restructuring Charges). These expenses are reflected as part of SG&A on our Condensed Consolidated Statements of Income. Under generally accepted accounting principles, a fair value must be assigned to all acquired assets based on a theoretical "market participant" regardless of the acquirer's intended use for those assets. This accounting treatment can lead to the recognition of losses when a company disposes of acquired assets. We complete our annual impairment analysis of our indefinite lived intangibles during the quarter ended December 31 of each year, or more frequently, if circumstances indicate that they may be impaired.
Our finite-lived intangible assets are amortized over their useful lives. We have determined that our customer relationships have useful lives from 10 to 40 years based upon the type of customer, with a weighted average remaining useful life of 23.2 years. We have covenants not-to-compete intangibles with useful lives from 3 to 14 years, with a weighted average remaining useful life of 5.3 years. We have tradename intangibles with useful lives from 10 to 40 years, with a weighted average remaining useful life of 16.4 years. We have determined that our permits have indefinite lives due to our ability to renew these permits with minimal additional cost, and therefore these are not amortized.
During the quarters ended September 30, 2015 and 2014, the aggregate amortization expense was $9.2 million and $8.5 million, respectively. For the nine months ended September 30, 2015 and 2014, the aggregate amortization expense was $27.0 million and $24.2 million, respectively.
The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31:
In thousands
2015
 
$
35,839

2016
 
35,547

2017
 
35,422

2018
 
35,384

2019
 
35,363


Future amortization expense may fluctuate depending on changes in foreign currency rates, future acquisitions, or changes to the estimated amortizable life of the intangibles. The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2015.