Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets (Tables)

v3.4.0.3
Goodwill and Other Intangible Assets (Tables)
12 Months Ended
Mar. 31, 2016
Acquired Finite-Lived Intangible Assets [Line Items]  
Schedule of Business Acquisitions, by Acquisition
The Company paid cash consideration of $3,890.

During the fourth quarter of fiscal 2016, the Company received notice that a significant distribution partner for Unitemp intended to end its relationship with the Company. Previously, Unitemp had performed distribution services for its manufacturing partner in addition to product services directly to the end customer. The Company also concluded that the overall financial performance of Unitemp was below the forecast used at acquisition. As part of its annual assessment of goodwill and intangible assets, the carrying values of Unitemp's goodwill and other intangible assets were tested for potential impairment. The results of our step-one goodwill analysis concluded that the carrying value of Unitemp's goodwill was less than its fair value. As a result, the Company initiated the second step of the goodwill impairment test, which involved calculating the implied fair value of goodwill by allocating the fair value of the reporting unit to all assets and liabilities of the reporting unit other than goodwill, and comparing it to the carrying amount of goodwill. Utilizing the income approach, the Company determined that the implied fair value of goodwill related to the Unitemp reporting unit was less than the carrying value and impaired 100% of the Unitemp reporting unit's goodwill balance during the fourth quarter of fiscal 2016. A goodwill impairment charge of $1,240 was recorded within our consolidated statements of operations during the year ended March 31, 2016. The undiscounted cash flows of the amortizing customer relationship intangible asset were determined to be less than its carrying value; therefore, all of the remaining customer relationship assets was impaired. In addition, a portion of the trademark asset was also impaired based on the present value of relief from royalty estimations. The combined impairment charge for intangible assets for the Unitemp reporting unit was $473 for the year ended March 31, 2016.
    
Consideration to or on behalf of sellers at close
$
3,890

Fair value of total consideration transferred
$
3,890

Consideration to or on behalf of sellers at close
$
10,956

Fair value of total consideration transferred
$
10,956

Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Intangible assets from the CHS Transactions at March 31, 2016 and March 31, 2015 consisted of the following:
 
 
Gross Carrying Amount at March 31, 2016
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2016
 
Gross Carrying Amount at March 31, 2015
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2015
Trademarks
 
$
43,041

 
$

 
$
43,041

 
$
43,034

 
$

 
$
43,034

Developed technology
 
9,864

 
2,957

 
6,907

 
9,862

 
2,469

 
7,393

Customer relationships
 
92,388

 
53,545

 
38,843

 
92,581

 
44,195

 
48,386

Certifications
 
449

 

 
449

 
449

 

 
449

Other
 
1,630

 
1,572

 
58

 
1,630

 
1,317

 
313

Total
 
$
147,372

 
$
58,074

 
$
89,298

 
$
147,556

 
$
47,981

 
$
99,575

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The following table summarizes the fair value of the assets and liabilities assumed:
Assets acquired:
 
     Accounts receivable
$
1,693

     Inventories
1,299
     Other current assets
33
     Property, plant and equipment
1,316
     Identifiable intangible assets
3,085
     Goodwill
7,992
     Deferred tax asset
111

Total assets
15,529

Liabilities assumed:
 
     Current liabilities
935
Total liabilities
935

Non-controlling interests
3,638

Total consideration
$
10,956

The following table summarizes the fair value of the assets and liabilities assumed as originally allocated at the March 2, 2015 acquisition date:
Assets acquired:
 
     Accounts receivable
$
1,346

     Inventories
655
     Other current assets
21
     Property, plant and equipment
77
     Identifiable intangible assets
1,294
     Goodwill
1,630
Total assets
5,023

Liabilities assumed:

     Current liabilities
415
     Deferred tax liability
718
Total liabilities
1,133

Purchase price
$
3,890

Schedule of carrying amount of goodwill
The carrying amount of goodwill for all reporting segments as of March 31, 2016, is as follows:
 
 
United States
 
Canada
 
Europe
 
Asia
 
Total
Balance as of March 31, 2014
 
$
38,767

 
$
43,106

 
$
23,615

 
$
8,624

 
$
114,112

Goodwill acquired
 

 

 
1,630

 

 
1,630

Foreign currency translation impact
 

 
(5,483
)
 
(5,027
)
 

 
(10,510
)
Balance as of March 31, 2015
 
$
38,767

 
$
37,623

 
$
20,218

 
$
8,624

 
105,232

Goodwill acquired
 
10,204

 
7,992

 

 

 
18,196

Goodwill impaired
 

 

 
(1,240
)
 

 
(1,240
)
Foreign currency translation impact
 

 
(1,127
)
 
449

 

 
(678
)
Balance as of March 31, 2016
 
$
48,971

 
$
44,488

 
$
19,427

 
$
8,624

 
$
121,510

Schedule of Future Amortization Expense
Annual amortization of intangible assets for the next five years and thereafter will approximate the following:
2017
 
$
12,387

2018
 
12,230

2019
 
12,024

2020
 
11,282

2021
 
2,860

Thereafter
 
9,725

Total
 
$
60,508

Industrial Process Insulators, Inc.  
Acquired Finite-Lived Intangible Assets [Line Items]  
Schedule of Business Acquisitions, by Acquisition
Consideration to or on behalf of sellers at close
$
21,750

Fair value of total consideration transferred
$
21,750

Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Our provisional estimate of identifiable intangible assets at March 31, 2016 that were related to the IPI transaction consisted of the following:
 
Amortization period
 
Gross Carrying Amount at March 31, 2016
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2016
Order backlog
6 months

$
437


$
437


$

Customer relationships
10 years

10,720


715


10,005

Trademark
8 years

1,820


152


1,668

Non-compete agreement
3 years

807


179


628

Total


$
13,784


$
1,483


12,301

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following table summarizes the preliminary fair value of the assets and liabilities assumed:
Assets acquired:
 
Cash
$
1,526

     Accounts receivable
3,723

Inventories
474

     Other current assets
204
     Property, plant and equipment
119
     Identifiable intangible assets
13,784
     Goodwill
10,204
Total assets
30,034

Liabilities assumed:
 
     Current liabilities
2,203
Uncertain tax position liability
1,119

     Deferred tax liability
4,962
Total liabilities
8,284

Total consideration
$
21,750

Sumac  
Acquired Finite-Lived Intangible Assets [Line Items]  
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
Our identifiable intangible assets at March 31, 2016 that were related to the Sumac transaction consisted of the following:
 
Amortization period
 
Gross Carrying Amount at March 31, 2016
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2016
Backlog
6 months
 
$
203

 
$
203

 
$

Customer relationships
4 years
 
2,612

 
653

 
1,959

Non-compete agreement
2 years
 
194

 
97

 
97

Total
 
 
$
3,009

 
$
953

 
$
2,056



Unitemp  
Acquired Finite-Lived Intangible Assets [Line Items]  
Schedule of Acquired Finite-Lived Intangible Assets by Major Class
intangible assets for the Unitemp reporting unit at March 31, 2016 were as follows:
 
Amortization period
 
Gross Carrying Amount at March 31, 2016
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2016
 
Gross Carrying Amount at March 31, 2015
 
Accumulated Amortization
 
Net Carrying Amount at March 31, 2015
Trademarks
8 years
 
$
373

 
$
85

 
$
288

 
$
780

 
8

 
$
772

Developed Technology
3 years
 
86

 
31

 
55

 
107

 
3

 
104

Customer Relationships
5 years
 

 

 

 
368

 
6

 
362

Total

 
$
459

 
$
116

 
$
343

 
$
1,255

 
$
17

 
$
1,238