Goodwill, Customer Relationships and Trademarks

3 Months Ended

Mar. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill, Customer Relationships and Trademarks

7. Goodwill, Customer Relationships and Trademarks

Goodwill, customer relationships and trademarks consist of the following amounts as of (in thousands):



	March 31, 2017			December 31, 2016
Goodwill	$	79,407		$	79,147
Customer relationships - Acquired ⁽¹⁾
Cost	$	63,571		$	63,571
Accumulated amortization	(33,812		)	(31,660		)
Customer relationships - Acquired, net	$	29,759		$	31,911
Customer relationships - Other ⁽²⁾
Cost	$	4,320		$	4,320
Accumulated amortization	(3,068		)	(2,708		)
Customer relationships - Other, net	$	1,252		$	1,612
Trademarks ⁽³⁾
Cost	$	6,770		$	6,770
Accumulated amortization	(551		)	(431		)
Trademarks, net	$	6,219		$	6,339

(1) Customer relationships - Acquired represent those customer acquisitions accounted for under the acquisition method in accordance with ASC 805. See Note 3 "Acquisitions" for further discussion.

(2) Customer relationships - Other represent portfolios of customer contracts not accounted for in accordance with ASC 805 as these acquisitions were not in conjunction with the acquisition of businesses.

(3) Trademarks reflect values associated with the recognition and positive reputation of acquired businesses accounted for as part of the acquisition method in accordance with ASC 805 through the acquisitions of CenStar, Oasis, the Provider Companies and the Major Energy Companies. These trademarks are recorded as other assets in the condensed consolidated balance sheets. See Note 3 "Acquisitions" for further discussion.

Changes in goodwill, customer relationships and trademarks consisted of the following (in thousands):



	Goodwill ⁽¹⁾		Customer Relationships - Acquired			Customer Relationships - Others			Trademarks
Balance at December 31, 2016	$	79,147	$	31,911		$	1,612		$	6,339
Additions (Major Working Capital Adjustment)	260		—			—			—
Amortization expense	—		(2,152		)	(360		)	(120		)
Balance at March 31, 2017	$	79,407	$	29,759		$	1,252		$	6,219

(1) Changes in goodwill in the three months ended March 31, 2017 related to NG&E's working capital settlement with the

Major Energy Companies' sellers.

The acquired customer relationship intangibles related to the Major Energy Companies and the Provider Companies were bifurcated between hedged and unhedged customer contracts. The unhedged customer contracts are amortized to depreciation and amortization based on the expected future cash flows by year. The hedged customer contracts were evaluated for favorable or unfavorable positions at the time of acquisition and amortized to retail cost of revenue based on the expected term and position of the underlying fixed price contract in each reporting period. Customer relationship amortization expense for the three months ended March 31, 2017 was $2.2 million, which is net of $1.1 million customer relationship amortization gain included in cost of revenues.

Estimated future amortization expense for customer relationships and trademarks at March 31, 2017 is as follows (in thousands):



Year ending December 31,
2017	$	10,281
2018	10,337
2019	5,892
2020	2,894
2021	2,592
> 5 years	5,234
Total	$	37,230

- 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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