Enerpac Tool Group Corp. 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

Aug. 31, 2012

Note 7. Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not subject to amortization and is tested for impairment annually or more frequently if events or changes in circumstances indicate that the assets might be impaired. Annual impairment tests are performed by the Company in the fourth quarter of each fiscal year. Total cumulative goodwill impairment charges from continuing operations were $58.8 million and $22.2 million at August 31, 2012 and 2011, respectively. The changes in the carrying amount of goodwill for the years ended August 31, 2012 and 2011 are as follows (in thousands):


	Industrial			Energy			Electrical			Engineered Solutions			Total
Balance as of August 31, 2010	$	77,936		$	240,590		$	171,539		$	214,824		$	704,889
Businesses acquired		200			—			84,478			71,186			155,864
Purchase accounting adjustments		3,192			248			—			140			3,580
Impact of changes in foreign currency rates		4,081			11,447			4,760			3,845			24,133

Balance as of August 31, 2011		85,409			252,285			260,777			289,995			888,466
Businesses acquired		—			14,101			—			26,188			40,289
Purchase accounting adjustments		—			—			(3,995	)		715			(3,280	)
Impairment charge		—			—			(36,557	)		—			(36,557	)
Impact of changes in foreign currency rates		(4,005	)		(6,865	)		(6,355	)		(5,281	)		(22,506	)

Balance as of August 31, 2012	$	81,404		$	259,521		$	213,870		$	311,617		$	866,412

The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows (in thousands):


	Weighted Average Amortization Period (Years)	August 31, 2012						August 31, 2011
	Weighted Average Amortization Period (Years)	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Amortizable intangible assets:
Customer relationships	15	$	347,739	$	93,768	$	253,971	$	331,171	$	73,215	$	257,956
Patents	13		52,851		34,842		18,009		51,169		31,221		19,948
Trademarks and tradenames	19		43,820		8,670		35,150		38,917		6,571		32,346
Non-compete agreements and other	4		7,677		6,316		1,361		7,362		5,671		1,691
Indefinite lived intangible assets:
Tradenames	N/A		137,393		—		137,393		167,465		—		167,465

		$	589,480	$	143,596	$	445,884	$	596,084	$	116,678	$	479,406

Changes in the carrying value of intangible assets result from foreign currency exchange rate changes, acquisition activities and impairment charges. Amortization expense recorded on intangible assets for the years ended August 31, 2012, 2011 and 2010 was $29.3 million, $27.5 million and $22.0 million, respectively. Amortization expense for future years is estimated to be: $29.7 million in fiscal 2013, $28.1 million in fiscal 2014, $28.0 million in fiscal 2015, $27.8 million in fiscal 2016, $26.6 million in fiscal 2017 and $168.3 million in aggregate thereafter. The future amortization expense amounts represent estimates, which may change based on future acquisitions, changes in foreign currency exchange rates or other factors.

- 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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