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Goodwill and Other Long-Lived Assets
17 Months Ended
May 31, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Long-Lived Assets

Note E – Goodwill and Other Long-Lived Assets

 

Goodwill

 

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2022 and fiscal 2021 by reportable business segment:

 

(in thousands)

 

Steel
Processing

 

 

Consumer Products (1)

 

 

Building
 Products
(1)

 

 

Sustainable
 Energy
Solutions
(1)

 

 

 

Other

 

 

Total

 

Balance at May 31, 2020

 

$

19,695

 

 

$

207,373

 

 

$

67,120

 

 

$

13,690

 

 

 

$

13,556

 

 

$

321,434

 

Acquisitions and purchase accounting adjustments (2)

 

 

523

 

 

 

33,568

 

 

 

-

 

 

 

3,785

 

 

 

 

-

 

 

 

37,876

 

Divestitures (3)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

(13,556

)

 

 

(13,556

)

Translation adjustments

 

 

-

 

 

 

-

 

 

 

5,153

 

 

 

149

 

 

 

 

-

 

 

 

5,302

 

Balance at May 31, 2021

 

 

20,218

 

 

 

240,941

 

 

 

72,273

 

 

 

17,624

 

 

 

 

-

 

 

 

351,056

 

Acquisitions and purchase accounting adjustments (2)

 

 

60,115

 

 

 

432

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

60,547

 

Translation adjustments

 

 

(300

)

 

 

 

 

 

(6,865

)

 

 

(2,969

)

 

 

 

 

 

 

(10,134

)

Balance at May 31, 2022

 

$

80,033

 

 

$

241,373

 

 

$

65,408

 

 

$

14,655

 

 

 

$

-

 

 

$

401,469

 

 

(1)
In connection with the realignment of the our legacy Pressure Cylinders business, as discussed further in Note P - Segment Data, the goodwill of our legacy Pressure Cylinders business unit was allocated to the new reporting units on a relative fair value basis.

 

(2)
For additional information regarding our acquisitions, refer to Note Q - Acquisitions.

 

(3)
Fiscal 2021 divestitures related to the sale of our SCI business located in Pomona, California, the sale of our cryogenic and hydrogen trailer business, including the Theodore, Alabama site, and sale of our cryo-science and microbulk storage unit business.

 

There was no goodwill associated with the Other segment at May 31, 2022 or May 31, 2021. Accumulated goodwill impairment charges within the Other segment totaled $198,290,000 as of May 31, 2022 and May 31, 2021.

 

Other Intangible Assets

 

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from 10 to 20 years. The following table summarizes other intangible assets by class as of May 31, 2022 and 2021:

 

 

2022

 

 

2021

 

 

 

 

 

Accumulated

 

 

 

 

 

Accumulated

 

(in thousands)

Cost

 

 

Amortization

 

 

Cost

 

 

Amortization

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Trademarks

$

99,901

 

 

$

-

 

 

$

99,901

 

 

$

-

 

Total indefinite-lived intangible assets

 

99,901

 

 

 

-

 

 

 

99,901

 

 

 

-

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

258,647

 

 

$

83,776

 

 

$

198,234

 

 

$

72,499

 

Non-compete agreements

 

4,388

 

 

 

4,195

 

 

 

4,098

 

 

 

4,098

 

Technology / know-how

 

23,924

 

 

 

5,088

 

 

 

13,165

 

 

 

3,614

 

In-process research & development

 

1,300

 

 

 

-

 

 

 

-

 

 

 

-

 

Other

 

4,830

 

 

 

914

 

 

 

5,502

 

 

 

302

 

Total definite-lived intangible assets

 

293,089

 

 

 

93,973

 

 

 

220,999

 

 

 

80,513

 

Total intangible assets

$

392,990

 

 

$

93,973

 

 

$

320,900

 

 

$

80,513

 

 

Amortization expense totaled $14,937,000, $12,257,000, and $12,870,000 in fiscal 2022, fiscal 2021 and fiscal 2020, respectively.

Amortization expense for each of the next five fiscal years is estimated to be:

 

(in thousands)

 

 

 

2023

 

$

16,244

 

2024

 

$

16,244

 

2025

 

$

15,969

 

2026

 

$

15,683

 

2027

 

$

15,157

 

 

Impairment of Long-Lived Assets

 

Fiscal 2022: During the third quarter of fiscal 2022, management committed to plans to sell certain production equipment at the Samuel facility in Twinsburg, Ohio. As all of the criteria for classification of assets held for sale were met, the net assets have been presented separately as assets held for sale in our consolidated balance sheets. In accordance with the applicable accounting guidance, the net assets were written down to the fair value less costs to sell, resulting in an impairment charge of $3,076,000 in fiscal 2022.

 

Fiscal 2021: Due to the economic impact of the COVID-19 pandemic and related market softness in the oil & gas equipment manufacturing operations in Tulsa, Oklahoma, we tested the long-lived assets consisting of fixed assets and customer list intangible assets with net book values of $7,375,000 and $2,374,000, respectively, for impairment. The fair value of the fixed assets was determined to be $5,934,000 (using observable Level 2 inputs) resulting in an impairment charge of $1,441,000. Additionally, the customer list intangible assets were deemed to be fully impaired (using unobservable Level 3 inputs) and written off resulting in an impairment of $2,374,000.

 

The future undiscounted cash flows of the cryogenics business primarily operated out of the Theodore, Alabama facility did not support its book value. As a result, property, plant and equipment with a carrying value of $13,526,000 was written down to its estimated fair value of $9,193,000 (determined using Level 2 inputs), resulting in an impairment charge of $4,333,000. Additionally, the customer list intangible assets and technology/know-how intangible assets with an aggregate carrying value of $3,662,000 were deemed to be fully impaired (using unobservable Level 3 inputs) and written off. These assets were subsequently sold in October 2020 (refer to “Note F – Restructuring and Other Expense (Income), Net” for additional information).

 

We decided to discontinue our operation of the manufacturing line for alternative fuel cylinders at the Jefferson, Ohio facility. As a result, long-lived assets with a carrying value of $1,823,000 were written down to their estimated fair market value of $400,000 (determined using Level 2 inputs), resulting in an impairment charge of $1,423,000.

 

We recognized a $506,000 impairment charge related to the Superior Tools business that was acquired as part of Magna Industries, Inc. in fiscal 2019 and subsequently sold.

 

Fiscal 2020: During the fourth quarter of 2020, we performed the annual impairment test on our indefinite-lived assets. The results of the analysis indicated the fair market value of certain European tradenames used in our legacy Pressure Cylinders business (now the Building Products) business was estimated to be $2,800,000 which no longer supported their book value of $6,600,000, resulting in an impairment charge of $3,800,000. The key assumptions used in the fair value calculation were projected cash flows and the discount rate, which represent unobservable Level 3 inputs.

 

During the fourth quarter of fiscal 2020, we identified an impairment indicator related to the TWB Hermosillo facility operating lease due to the economic impact of COVID-19. As a result, the lease right of use ("ROU") asset with a net book value of $565,000 was deemed fully impaired and written off.

 

During the fourth quarter of 2020, we committed to a plan to shut down the packaging solutions business in Greensburg, Indiana. As a result, long-lived assets with a carrying value of $2,810,000 were written down to their estimated fair market value of $266,000 (determined using Level 2 inputs), resulting in an impairment charge of $2,544,000.

 

During the fourth quarter of 2020, we announced a plan to consolidate our oil & gas equipment operations in Wooster, Ohio, into our then existing manufacturing facility in Bremen, Ohio. As a result, we tested the long-lived assets of the combined asset group, consisting of fixed assets and customer list intangible assets with net book values of $14,274,000 and $6,577,000, respectively, for impairment. The book value of the fixed assets was determined to be in excess of fair market value, resulting in an impairment charge of $4,679,000 during the third quarter of fiscal 2020. Additionally, the customer list intangible assets were deemed to be fully impaired and written off. Fair market value of the fixed assets was determined using observable Level 2 inputs and the fair value of the customer list intangible assets was determined using unobservable Level 3 inputs.

 

As a result of the impairment charges noted above, we also performed an interim goodwill impairment test of our oil & gas equipment reporting unit. The results of the analysis indicated that the fair value of the reporting unit no longer supported the book value of the corresponding goodwill, resulting in an impairment charge of $22,097,000 during the third quarter of fiscal 2020. The key assumptions used in the fair value calculation were projected cash flows and the discount rate, which represent unobservable, Level 3 inputs.

 

During the third quarter of fiscal 2020, our consolidated joint venture WSP committed to a plan to sell its Canton, Michigan facility and some of the production equipment at that facility. The land and building related to the facility were determined to not be impaired. The book value of the production equipment was determined to be above the fair market value. Therefore, the net assets were written down to their estimated fair market value less cost to sell of $700,000 (determined using Level 2 inputs), resulting in an impairment charge of $1,274,000 in the third quarter of fiscal 2020.

 

During the first quarter of fiscal 2020, we closed on an agreement by which we contributed substantially all of the net assets of our former Engineered Cabs business with the exception of the fabricated products facility in Stow, Ohio, and the steel packaging facility in Greensburg, Indiana to Workhorse. The book value of the disposal group exceeded its estimated fair market value of $12,860,000 (determined using Level 2 inputs), which resulted in the recording of a $35,194,000 impairment charge during the first quarter of fiscal 2020. Included in the impairment charge were lease ROU assets with a net book value of $905,000 that were deemed fully impaired and written off. For additional information, refer to “Note D – Investments in Unconsolidated Affiliates”. We also identified an impairment indicator for the long-lived assets of our former Engineered Cabs fabricated products business as the sale would have an adverse impact on the manner and extent in which the remaining assets were used. As a result, fixed assets with a net book value of $1,469,000 and lease ROU assets with a net book value of $3,938,000 were deemed to be fully impaired and written off during the first quarter of fiscal 2020.