Note H - Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Text Block]

Note H – Goodwill and Other Intangible Assets

The major components of goodwill and other intangible assets are:

	2016				2015
	Historical Cost		Accumulated Amortization		Historical Cost		Accumulated Amortization
Finite-lived intangible assets:
Customer relationships	$	11,885	$	4,650	$	12,706	$	4,430
Technology and drawings		6,741		2,804		6,745		2,412
Other intangibles		1,723		942		2,406		1,577
Total finite-lived intangible assets		20,349		8,396		21,857		8,419
Goodwill		28,030		-		24,559		-
Trade names and trademarks		2,888		-		3,066		-
Total	$	51,267	$	8,396	$	49,482	$	8,419

Amortization of intangible assets was

$1.7

million,

$1.5

million and

$1.4

million in

2016,

2015

and

2014,

respectively. Amortization of these intangible assets for

2017

through

2021

is expected to approximate

$1.4

million per year.

Changes in the carrying value of goodwill during the years ended

December

31,

2016

and

2015

are as follows:

	Goodwill
Balance at January 1, 2015	$	22,615
Acquisitions		2,428
Foreign currency		(484	)
Balance at December 31, 2015		24,559
Acquisitions		5,187
Impairment		(1,800	)
Foreign currency		84
Balance at December 31, 2016	$	28,030

During the

fourth

quarter of

2016,

concurrent with its annual planning process, the Company concluded that it would be appropriate to evaluate the National Pump Company reporting unit as

two

separate reporting units on a prospective basis, National Pump (“National”) and Bayou based on the economic characteristics of each components. Accordingly, the Company applied the provisions of ASC

350

and allocated goodwill between these affected reporting units on a relative fair value basis. The Company performed a goodwill impairment assessment of the National Pump Company reporting unit, inclusive of National and Bayou, prior to reallocating the goodwill on a relative fair value basis. No impairment was indicated as a result of this assessment.

For

2016,

the Company used a quantitative analysis for the annual goodwill impairment testing as of

October

for its National and Bayou reporting units. The fair value for these reporting units was estimated using a discounted cash flow model, which considered forecasted cash flows discounted at an estimated weighted-average cost of capital. The forecasted cash flows were based on the Company’s long-term operating plan and a terminal value was used to estimate the cash flows beyond the period covered by the operating plan. The weighted-average cost of capital is an estimate of the overall after-tax rate of return required by equity and debt market holders of a business enterprise. These analyses require the exercise of significant judgments, including judgments about appropriate discount rates, perpetual growth rates and the timing of expected future cash flows. Sensitivity analyses were performed around these assumptions in order to assess the reasonableness of the assumptions and the resulting estimated fair values.

The result of this step

one

goodwill impairment test indicated that no impairment existed at National. Goodwill relating to the National reporting unit represents

3.5%

of the Company’s

December

31,

2016

total assets. The Company’s annual impairment analysis performed as of

October

2016

concluded that National’s fair value was within

of its carrying value. If recently depressed U.S. agricultural conditions continue for an extended time, this market’s related growth and profitability assumptions

may

reduce National’s indicated fair value to require a potential future impairment charge.

The prolonged downturn in the oil and gas industry has negatively affected the Bayou reporting unit, leading management to reconsider its estimates for future profitability of this reporting unit and thereby increasing the likelihood that the associated goodwill could be impaired. As such, the Company concluded that a step

two

fair value assessment was required during the

fourth

quarter of

2016.

As a result, the Company performed the step

two

test and concluded the goodwill of Bayou was impaired. As a result, a pre-tax non-cash goodwill impairment charge, determined using level

inputs in the fair value hierarchy, of

$1.8

million for the year ended

December

31,

2016

was recorded. The impairment charge is included in Impairment of goodwill in the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss). The remaining value of goodwill relating to the Bayou reporting unit represents

0.2%

of the Company’s

December

31,

2016

total assets. There was no impairment charge recorded in

2015

2014

for goodwill.

For

2016,

for all other reporting units, the Company used a qualitative analysis for goodwill impairment testing as of

October

This qualitative assessment included consideration of current industry and market conditions and circumstances as well as any mitigating factors that would most affect the fair value of the Company and these reporting units. Based on the assessment and consideration of the totality of the facts and circumstances, including the business environment in the

fourth

quarter of

2016,

the Company determined that it was not more likely than not that the fair value of the Company or these reporting units is less than their respective carrying amounts. As such, no goodwill impairments for these reporting units were recorded for the year ended

December

31,

2016.

Indefinite lived intangible assets primarily consist of trademarks and trade names. The fair value of these assets is determined using a royalty relief methodology similar to that employed when the associated assets were acquired, but using updated estimates of future sales, cash flows and profitability. For

2016

and

2015

the fair value of indefinite lived intangible assets exceeded the respective carrying values.

Other intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount

may

not be recovered through future net cash flows generated by the 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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