Goodwill and Intangible Assets (Notes)

9 Months Ended

Sep. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

Goodwill and Intangible Assets

Interim Quantitative Impairment Assessment

The market value of our common stock has declined from a closing per-share price of $34.20 at December 31, 2014 to $19.21 at September 30, 2015. The decline in the Company’s stock price in the third quarter of 2015 was deemed to be an interim impairment indicator. As such, an interim quantitative impairment assessment of goodwill and indefinite-lived intangible assets was performed. The Company compared the estimated fair value of each reporting unit to its carrying value, including goodwill. The Company also compared the estimated fair values of indefinite-lived intangible assets to their carrying values.

A significant amount of management judgment is necessary to estimate future cash flows which are used to measure fair value. Significant estimates and assumptions inherent in the valuations include current and anticipated market conditions, internal projections and operating plans which incorporate estimates for sales growth and profitability and the discount rates applied to projected cash flows. Based on the interim quantitative impairment assessment, estimated fair values exceeded the carrying values for all reporting units; however, the estimated fair values of the D&S and BioMedical reporting units only exceeded their respective carrying values by approximately 10% to 20%. As such, there was no impairment of goodwill as of September 30, 2015. Furthermore, there was no impairment of indefinite-lived intangible assets as of September 30, 2015.

Changes in estimates and assumptions used to determine whether impairment exists, future declines in actual and forecasted operating results and/or market conditions, especially in energy markets, or the Company’s market capitalization could indicate a need to reevaluate the fair value of the reporting units and may ultimately result in an impairment to goodwill and/or indefinite-lived intangible assets in future periods.

Goodwill

The following table represents the changes in goodwill by segment:



	Energy & Chemicals			Distribution & Storage			BioMedical		Total
Balance at December 31, 2014	$	92,638		$	157,248		$	155,636	$	405,522
Foreign currency translation adjustments and other	(359		)	(1,643		)	—		(2,002		)
Goodwill acquired during the year	—			10,601			—		10,601
Balance at September 30, 2015	$	92,279		$	166,206		$	155,636	$	414,121

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⁾⁽²⁾:



	September 30, 2015					December 31, 2014
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
Finite-lived intangible assets:
Unpatented technology	$	35,510	$	(6,672	)	$	35,933	$	(6,979	)
Patents	7,780		(6,716		)	7,809		(6,213		)
Trademarks and trade names	10,058		(6,784		)	8,981		(6,206		)
Non-compete agreements	405		(344		)	421		(88		)
Customer relationships	161,863		(94,652		)	154,945		(84,776		)
Land use rights	13,752		(509		)	2,588		(411		)
Total finite-lived intangible assets	$	229,368	$	(115,677	)	$	210,677	$	(104,673	)
Indefinite-lived intangible assets:
Trademarks and trade names	$	47,537				$	47,662

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


⁽²⁾	The Company amortizes certain identifiable intangible assets mainly on a straight-line basis over their estimated useful lives, which range from one to 50 years.

Expense for intangible assets subject to amortization was $4,572 and $4,501 for the three months ended September 30, 2015 and 2014, respectively. Expense for intangible assets subject to amortization was $13,099 and $13,465 for the nine months ended September 30, 2015 and 2014, respectively. The Company estimates amortization expense to be recognized during the next five years as follows:



For the Year Ending December 31,
2015	$	17,300
2016	15,500
2017	14,300
2018	13,500
2019	13,400

- 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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