Goodwill and Intangible Assets (Notes)

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets

As of October 1, 2014 (“annual assessment date”) and based on the Company’s qualitative impairment tests, the Company determined that that it was not more likely than not that the fair value was less than the carrying amount of any reporting unit and, therefore, the two-step goodwill impairment test was not necessary. Furthermore, as of the annual assessment date, and based on the Company’s qualitative assessment, the Company determined that it was not more likely than not that the fair value of each indefinite-lived intangible asset was less than its carrying amount and, therefore, no further action was necessary.

Subsequent to the annual assessment date, the market value of the Company’s common stock declined from a closing share price of $52.55 on October 1, 2014 to a closing share price of $34.20 on December 31, 2014. Given the fourth quarter decline in the Company’s market capitalization, which we believe was largely driven by the dramatic decline in oil prices, and the resulting review of the financial performance of the reporting units, the Company determined that an interim impairment indicator existed for the BioMedical reporting unit. Both the D&S and E&C reporting units continue to perform as expected, and any resulting cash flow analysis would yield a fair value well in excess of the carrying amount. For the BioMedical reporting unit, the Company performed quantitative assessments for both goodwill and certain indefinite-lived assets as of December 31, 2014. Based on the results of the Step 1 analysis, the excess fair value over the carrying amount of the BioMedical reporting unit was between approximately 10% and 30% depending on discount rate assumptions, and as such, the Company determined the goodwill as of December 31, 2014 was not impaired. Furthermore, we determined that the selected indefinite-lived assets were not impaired as of December 31, 2014.

Goodwill

The following table represents the changes in goodwill:



	December 31,
	2014			2013
Beginning balance	$	398,905		$	398,941
Foreign currency translation adjustments and other	(2,676		)	(344		)
Goodwill acquired during the year	9,293			308
Ending balance	$	405,522		$	398,905

Intangible Assets

The following table displays the gross carrying amount and accumulated amortization for finite-lived intangible assets and indefinite-lived intangible assets (exclusive of goodwill)⁽¹⁾:



	December 31, 2014					December 31, 2013
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Finite-lived intangible assets:
Unpatented technology	$	35,933	$	(6,979	)	$	43,133	$	(11,776	)
Patents	7,809		(6,213		)	7,904		(5,397		)
Trademarks and trade names	8,981		(6,206		)	9,244		(4,525		)
Non-compete agreements	421		(88		)	—		—
Customer relations	157,533		(85,187		)	159,143		(73,460		)
Total finite-lived intangible assets	$	210,677	$	(104,673	)	$	219,424	$	(95,158	)
Indefinite-lived intangible assets:
Trademarks and trade names	$	47,662				$	47,876

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⁽¹⁾	Amounts include the impact of foreign currency translation. Fully amortized amounts are written off.

Amortization expense for intangible assets subject to amortization was $17,945, $19,230 and $14,792 for the years ended December 31, 2014, 2013 and 2012, respectively. The Company estimates amortization expense to be recognized during the next five years as follows:



For the Year Ending December 31,
2015	$	16,200
2016	14,300
2017	13,400
2018	12,700
2019	12,500

The Company recorded an impairment loss of $3,070 during 2012 resulting in the elimination of in-process research & development (“IPR&D”) indefinite-lived intangible assets related to a prior BioMedical segment acquisition. Higher forecasted costs and project delays represented impairment indicators requiring the Company to re-evaluate the fair value of the IPR&D indefinite-lived intangible assets. The Company conducted an impairment test based on the multi-period excess earnings valuation method which determines fair value based on the present value of the prospective net cash flow attributable to the intangible asset (Level 3 in the fair value hierarchy). The Company determined that the fair value of the IPR&D indefinite-lived intangible assets was zero and impaired the intangible assets by a value equal to their carrying amount.

- 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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