Goodwill and Other Intangible Assets | Acquisitions, Goodwill and Other Intangible Assets Industrial Process Insulators ("IPI") Transaction On July 31, 2015, a wholly owned indirect subsidiary of the Company acquired 100% of the capital stock of Industrial Process Insulators ("IPI") for $21,750 , subject to a customary working capital adjustment. The results of IPI's operations have been included in the consolidated financial statements since that date. IPI is an insulation contractor serving the refining, petrochemical, power and energy, marine and pulp and paper industries in the United States, with a significant presence in the Texas and Louisiana Gulf Coast region. IPI has served as a customer and valued subcontractor to the Company for the past seventeen years and some members of IPI's senior management team are former company employees. The acquisition is expected to enhance our turn-key product offerings and strengthen our presence and relationships in the Gulf Coast region as IPI serves many of the same end-markets as those served by our core thermal solutions business. We recognized $10,204 in goodwill associated with the acquisition. Consideration to or on behalf of sellers at close $ 21,750 Fair value of total consideration transferred $ 21,750 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 Noncurrent deferred tax liability 4,962 Total liabilities 8,284 Total consideration $ 21,750 The fair value of accounts receivable represents IPI's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. For the three and nine months ended December 31, 2015, we incurred $33 of transaction expenses related to the IPI acquisition which were recorded within marketing, general and administrative and engineering expenses on the condensed consolidated statements of operations and comprehensive income. Our provisional estimate of identifiable intangible assets at December 31, 2015 that were related to the IPI transaction consisted of the following: Amortization period Gross Carrying Amount at December 31, 2015 Accumulated Amortization Net Carrying Amount at December 31, 2015 Order backlog 6 months $ 437 $ 364 $ 73 Customer relationships 10 years 10,720 447 10,273 Trademark 8 years 1,820 95 1,725 Other 3 years 807 112 695 Total $ 13,784 $ 1,018 $ 12,766 The weighted average useful life of acquired finite lived intangible assets related to the IPI transaction is 9.0 years . At December 31, 2015 , approximately $4,000 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Sumac Transaction On April 1, 2015, Thermon Canada, Inc. ("TCI"), a wholly owned indirect subsidiary of the Company, acquired a 75% controlling interest in the business previously operated by Sumac Fabrication Company Limited ("Sumac") for $10,956 , (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) in cash, plus a non-interest bearing note ("performance based note") with a principal amount of $5,905 (based on the Canadian Dollar to U.S. Dollar exchange rate on April 1, 2015) that matures on April 1, 2016, with the actual amount payable at maturity ranging from zero up to a maximum of $7,500 Canadian Dollars, subject to the achievement of certain performance metrics during the 12 month period ending April 1, 2016. Since the terms of the performance based note include continued employment by Sumac's principals, the estimated payout will be accrued on a ratable basis as compensation expense until the actual amount becomes determinable on April 1, 2016. Sumac is located in Fort McMurray, Alberta, Canada. Sumac's line of products and solutions are designed to provide a safe and efficient means of supplying temporary electrical power distribution and lighting at energy infrastructure facilities for new construction and during maintenance and turnaround projects at operating facilities. Sumac products include power distribution panels, master/slave sub-panels, power cords and lighting fixtures. Sumac products are sold to end-users operating in many of the same markets as our core thermal solutions, including heavy industrial settings, oil and gas refining and upgrading, power generation plants, petrochemical production facilities and mining operations. We believe we will be able to leverage our existing global sales force to further expand the reach of Sumac's product offerings. We recognized $9,255 of goodwill in connection with the Sumac acquisition that we expect will be deductible for Canadian taxation purposes. Consideration to or on behalf of sellers at close $ 10,956 Fair value of total consideration transferred $ 10,956 The following table summarizes the preliminary fair value of the assets and liabilities assumed: Assets acquired: Accounts receivable $ 1,693 Inventories 1,299 Other current assets 123 Property, plant and equipment 1,316 Identifiable intangible assets 2,645 Goodwill 9,255 Total assets 16,331 Liabilities assumed: Current liabilities 1,025 Noncurrent deferred tax liability 714 Total liabilities 1,739 Non-controlling interests 3,636 Total consideration $ 10,956 The fair value of accounts receivable represents Sumac's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. In total, $134 of transaction costs were incurred related to the Sumac transaction, all of which were incurred prior to the nine months ended December 31, 2015. Our provisional estimate of identifiable intangible assets at December 31, 2015 that were related to the Sumac transaction consisted of the following: Amortization period Gross Carrying Amount at December 31, 2015 Accumulated Amortization Net Carrying Amount at December 31, 2015 Backlog 6 months $ 170 $ 170 $ — Customer relationships 3 years 1,705 426 1,279 Other 10.3 years 546 92 454 Total $ 2,421 $ 688 $ 1,733 The weighted average useful life of acquired finite lived intangible assets related to Sumac transaction is 4.5 years. At December 31, 2015 , approximately $1,030 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Unitemp Transaction On March 2, 2015, Thermon South Africa Pty. Ltd., a wholly owned indirect subsidiary of the Company, acquired substantially all of the operating assets and assumed certain operating liabilities of Unitemp cc (Unitemp or the Unitemp Transaction). The results of Unitemp's operations have been included in the consolidated financial statements since that date. Unitemp offers heating, sensing, portable instruments, monitoring and control solutions to industrial customers throughout Sub-Saharan Africa through its headquarters in Cape Town, South Africa and a branch location in Johannesburg, South Africa. The acquisition is expected to strengthen the Company's presence in the region and leverage the pre-existing sales channels that Unitemp has in the region. The goodwill of $1,630 arising from the acquisition relates to the foregoing expected benefits of the acquisition. The Company paid cash consideration of $3,890 . Consideration to or on behalf of sellers at close $ 3,890 Fair value of total consideration transferred $ 3,890 The following table summarizes the preliminary fair value of the assets and liabilities assumed: 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 Noncurrent deferred tax liability 718 Total liabilities 1,133 Total consideration $ 3,890 The fair value of accounts receivable represents Unitemp's gross outstanding receivables as of the acquisition date that we estimate will be fully collectible. In total, $34 of transaction costs were incurred related to the Unitemp Transaction, all of which were incurred prior to the nine months ended December 31, 2015. Our provisional estimate of identifiable intangible assets that were related to the Unitemp Transaction consisted of the following: Amortization period Gross Carrying Amount at December 31, 2015 Accumulated Amortization Net Carrying Amount at December 31, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks 8 years $ 612 $ 64 $ 548 $ 780 $ 8 $ 772 Developed Technology 3 years 84 23 61 107 3 104 Customer Relationships 5 years 288 48 240 368 6 362 Total $ 984 $ 135 $ 849 $ 1,255 $ 17 $ 1,238 The weighted average useful life of acquired finite lived intangible assets related to Unitemp transaction is 6.7 years . At December 31, 2015 , approximately $278 of the purchase price was held in escrow to secure the sellers' indemnification obligations in the event of any breaches of representations and warranties contained in the definitive agreements. Other intangible assets related to previous transactions consisted of the following: Gross Carrying Amount at December 31, 2015 Accumulated Amortization Net Carrying Amount at December 31, 2015 Gross Carrying Amount at March 31, 2015 Accumulated Amortization Net Carrying Amount at March 31, 2015 Trademarks $ 41,972 $ — $ 41,972 $ 43,034 $ — $ 43,034 Developed technology 9,619 2,764 6,855 9,862 2,469 7,393 Customer relationships 90,345 50,037 40,308 92,581 44,195 48,386 Backlog 8,828 8,828 — 9,129 9,129 — Certification 438 — 438 449 — 449 Other 1,630 1,508 122 1,630 1,317 313 Total $ 152,832 $ 63,137 $ 89,695 $ 156,685 $ 57,110 $ 99,575 Goodwill The carrying amount of goodwill as of December 31, 2015 is as follows: Amount Balance as of March 31, 2015 $ 105,232 Goodwill acquired 19,459 Foreign currency translation impact (4,231 ) Balance as of December 31, 2015 $ 120,460 The excess purchase price over the fair value of assets acquired is recorded as goodwill. Goodwill is tested for impairment on an annual basis, and between annual tests if indicators of potential impairment exist. We perform a qualitative analysis to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. In addition to the qualitative analysis, we also perform a quantitative analysis using the income approach. Our annual impairment test will be performed during the fourth quarter of our fiscal year. The Sumac transaction was structured as an asset purchase and we expect that the $9,255 in goodwill associated with that transaction will be deductible for tax purposes in Canada. All other goodwill at December 31, 2015 is not deductible for tax purposes. During the three months ended September 30, 2015, we completed a restructuring of our Canadian operations in which we reduced approximately 34% of our Canadian workforce and closed two sales offices. The employee severance and office closure costs totaled $578 . During the nine months ended December 31, 2015, revenue from our organic Canadian operations (excluding our recent Sumac acquisition) has decreased by approximately 57% as compared to the nine months ended December 31, 2014. We consider the recent decline in our Canadian business, which management believes is attributable to lower oil prices and the reduction of capital investments in the Canadian oil sands region, to be an indicator of potential asset impairments in our Canadian reporting unit. The goodwill balance in the Canadian reporting unit at December 31, 2015 is $34,432 and the net intangible assets are $25,005 . During the three months ended December 31, 2015, we completed an interim goodwill impairment assessment of the goodwill of our Canadian reporting unit utilizing the income approach, based on discounted future cash flows, which are derived from internal forecasts and economic expectations, and the market approach, based on market multiples of guideline public companies. Based on the interim goodwill impairment assessment, the estimated fair value of the Canadian reporting unit exceeded the carrying value. As such, there was no impairment of goodwill or intangible assets as of December 31, 2015. We will continue to monitor our Canadian reporting unit's goodwill and intangible asset valuations and test for potential impairments until the overall market conditions in such region improve. |