Thermon Group Holdings, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

12 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

The carrying amount of goodwill as of March 31, 2013, is as follows:



	Amount
Balance as of March 31, 2012	$	118,007
Foreign currency translation impact	(1,704		)
Balance as of March 31, 2013	$	116,303

The Company does not expect goodwill recorded to be deductible for tax purposes.

At March 31, 2013, approximately $3,589 of the purchase related to the CHS Transactions was held in escrow to secure the Predecessor's indemnification obligations in the event of any breaches of representation and warranties contained in the definitive agreements.

Intangible assets at March 31, 2013 and March 31, 2012 consisted of the following:



	Gross Carrying Amount at March 31, 2013		Accumulated Amortization			Net Carrying Amount at March 31, 2013		Gross Carrying Amount at March 31, 2012		Accumulated Amortization			Net Carrying Amount at March 31, 2012
Trademarks	$	47,693	$	—		$	47,693	$	48,348	$	—		$	48,348
Developed technology	10,929		(1,659		)	9,270		11,080		(1,135		)	9,945
Customer relationships	101,355		(27,723		)	73,632		102,492		(17,569		)	84,923
Backlog	10,167		(10,167		)	—		10,287		(10,287		)	—
Certification	498		—			498		505		—			505
Other	1,630		(807		)	823		1,633		(553		)	1,080
Total	$	172,272	$	(40,356	)	$	131,916	$	174,345	$	(29,544	)	$	144,801

Trademarks and certifications have indefinite lives. Developed technology, customer relationships, backlog and other intangible assets have estimated lives of 20 years, 10 years, 4 months and 6 years, respectively. The weighted average useful life for the group is 10 years. Portions of intangible assets are valued in foreign currencies; accordingly changes in indefinite life intangible assets at March 31, 2013 and 2012 were the results of foreign currency translation adjustments.

The Company recorded amortization expense of $11,211, $11,379, $18,030 and $215 in fiscal 2013. fiscal 2012, the period from May 1, 2010 through March 31, 2011, and the period April 1, 2010 through April 30, 2010, respectively. Annual amortization for the next five years and thereafter will approximate the following:



2014	$	11,151
2015	11,151
2016	11,151
2017	11,151
2018	11,151
Thereafter	27,970
Total	$	83,725

- 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.

+ References + Details