Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

ASC Topic 350 prohibits the amortization of goodwill and intangible assets with indefinite useful lives. Topic 350 requires that these assets be reviewed for impairment at least annually. An impairment charge for goodwill is recognized only when the estimated fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed the annual impairment test as of December 31, 2017 and 2016. The results of the impairment test indicated that no goodwill impairment existed as of the test date. The Company has had no historical impairments of goodwill. In accordance with Topic 350, the Company will continue to complete an impairment analysis on an annual basis or more frequently if an event or circumstance that would more likely than not reduce the fair value of a reporting unit below its carrying amount occurs. In 2017, the Company recorded impairments of certain developed technology intangible assets, primarily related to the wind down of Victory Motorcycles. See Note 14 for additional discussion of the wind down activities.

Goodwill and other intangible assets, net of accumulated amortization, for the periods ended December 31, 2017 and 2016 are as follows (in thousands):



	2017		2016
Goodwill	$	433,374	$	421,563
Other intangible assets, net	347,212		371,416
Total goodwill and other intangible assets, net	$	780,586	$	792,979

There were no material additions to goodwill and other intangible assets in 2017. Additions to goodwill and other intangible assets in 2016 relate primarily to the acquisitions of TAP in November 2016 and Taylor-Dunn in March 2016. For these acquisitions, the respective aggregate purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. TAP and Taylor-Dunn’s financial results are included in the Company’s consolidated results from the respective dates of acquisition. For TAP, the pro forma financial results and the final purchase price allocation are included in Note 2.

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands):



	2017		2016
Balance as of beginning of year	$	421,563	$	131,014
Goodwill from businesses acquired	1,563		293,390
Currency translation effect on foreign goodwill balances	10,248		(2,841		)
Balance as of end of year	$	433,374	$	421,563

For other intangible assets, the changes in the net carrying amount for the years ended December 31, 2017 and 2016 are as follows (in thousands):



	2017						2016
	Gross Amount			Accumulated Amortization			Gross Amount			Accumulated Amortization
Other intangible assets, beginning	$	420,546		$	(49,130	)	$	138,831		$	(33,728	)
Intangible assets acquired during the period	(461		)	—			284,000			—
Amortization expense	—			(25,855		)	—			(16,549		)
Impairment	(3,657		)	1,987			—			—
Currency translation effect on foreign balances	7,418			(3,636		)	(2,285		)	1,147
Other intangible assets, ending	$	423,846		$	(76,634	)	$	420,546		$	(49,130	)

The components of other intangible assets were as follows (in thousands):



December 31, 2017	Estimated Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net
Non-compete agreements	5	$	540	$	(540	)	$	0
Dealer/customer related	5-10	169,694		(60,638		)	109,056
Developed technology	5-7	22,903		(15,456		)	7,447
Total amortizable		193,137		(76,634		)	116,503
Non-amortizable—brand/trade names		230,709		—			230,709
Total other intangible assets, net		$	423,846	$	(76,634	)	$	347,212

December 31, 2016	Estimated Life (Years)	Gross Carrying Amount		Accumulated Amortization			Net
Non-compete agreements	5	$	540	$	(485	)	$	55
Dealer/customer related	5-10	164,837		(35,907		)	128,930
Developed technology	5-7	26,048		(12,738		)	13,310
Total amortizable		191,425		(49,130		)	142,295
Non-amortizable—brand/trade names		229,121		—			229,121
Total other intangible assets, net		$	420,546	$	(49,130	)	$	371,416

Amortization expense for intangible assets for the year ended December 31, 2017 and 2016 was $25,855,000 and $16,549,000. Estimated amortization expense for 2018 through 2022 is as follows: 2018, $24,000,000; 2019, $22,400,000; 2020, $17,300,000; 2021, $14,500,000; 2022, $9,800,000; and after 2022, $28,500,000. The preceding expected amortization expense is an estimate and actual amounts could differ due to additional intangible asset acquisitions, changes in foreign currency rates or impairment of intangible assets.

- 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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