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Goodwill and Other Long-Lived Assets
12 Months Ended
May 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Long-Lived Assets

Note D – Goodwill and Other Long-Lived Assets

Goodwill

The following table summarizes the changes in the carrying amount of goodwill during fiscal 2020 and fiscal 2019 by reportable business segment:

 

(in thousands)

 

Steel

Processing

 

 

Pressure

Cylinders

 

 

Other

 

 

Total

 

Balance at May 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

$

7,899

 

 

$

341,299

 

 

$

172,178

 

 

$

521,376

 

Impairment losses

 

 

-

 

 

 

(4,015

)

 

 

(172,178

)

 

 

(176,193

)

 

 

 

7,899

 

 

 

337,284

 

 

 

-

 

 

 

345,183

 

Acquisitions and purchase accounting adjustments (1)

 

 

-

 

 

 

777

 

 

 

-

 

 

 

777

 

Divestitures (2)

 

 

-

 

 

 

(7,260

)

 

 

-

 

 

 

(7,260

)

Translation adjustments

 

 

-

 

 

 

(4,093

)

 

 

-

 

 

 

(4,093

)

 

 

 

-

 

 

 

(10,576

)

 

 

-

 

 

 

(10,576

)

Balance at May 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

7,899

 

 

 

330,723

 

 

 

172,178

 

 

 

510,800

 

Impairment losses

 

 

-

 

 

 

(4,015

)

 

 

(172,178

)

 

 

(176,193

)

 

 

 

7,899

 

 

 

326,708

 

 

 

-

 

 

 

334,607

 

Acquisitions and purchase accounting adjustments (1)

 

 

11,796

 

 

 

(52

)

 

 

-

 

 

 

11,744

 

Divestitures (2)

 

 

-

 

 

 

(2,511

)

 

 

-

 

 

 

(2,511

)

Translation adjustments

 

 

-

 

 

 

(309

)

 

 

-

 

 

 

(309

)

Impairment losses (3)

 

 

-

 

 

 

(22,097

)

 

 

-

 

 

 

(22,097

)

 

 

 

11,796

 

 

 

(24,969

)

 

 

-

 

 

 

(13,173

)

Balance at May 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

19,695

 

 

 

327,851

 

 

 

172,178

 

 

 

519,724

 

Impairment losses

 

 

-

 

 

 

(26,112

)

 

 

(172,178

)

 

 

(198,290

)

 

 

$

19,695

 

 

$

301,739

 

 

$

-

 

 

$

321,434

 

 

 

(1)

For additional information regarding the Company’s acquisitions, refer to “Note P – Acquisitions.”  

 

(2)

Fiscal 2020 divestitures included the sale of the cryogenics business in Turkey.

 

(3)

Fiscal 2020 impairment losses included $22,097,000 of goodwill impairment related to the oil & gas equipment reporting unit.

Other Intangible Assets

Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives, which range from one to 20 years.  The following table summarizes other intangible assets by class as of May 31, 2020 and 2019:

 

 

2020

 

 

2019

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Accumulated

 

(in thousands)

Cost

 

 

Amortization

 

 

Cost

 

 

Amortization

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

$

72,101

 

 

$

-

 

 

$

74,801

 

 

$

-

 

Total indefinite-lived intangible assets

 

72,101

 

 

 

-

 

 

 

74,801

 

 

 

-

 

Definite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

$

170,887

 

 

$

73,207

 

 

$

174,150

 

 

$

69,258

 

Non-compete agreements

 

8,001

 

 

 

8,001

 

 

 

8,656

 

 

 

8,509

 

Technology / know-how

 

22,484

 

 

 

7,850

 

 

 

22,495

 

 

 

6,276

 

Other

 

3,716

 

 

 

3,716

 

 

 

3,716

 

 

 

3,716

 

Total definite-lived intangible assets

 

205,088

 

 

 

92,774

 

 

 

209,017

 

 

 

87,759

 

Total intangible assets

$

277,189

 

 

$

92,774

 

 

$

283,818

 

 

$

87,759

 

 

Amortization expense totaled $12,870,000, $15,286,000, and $19,679,000 in fiscal 2020, fiscal 2019 and fiscal 2018, respectively.

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

 

(in thousands)

 

 

 

 

2021

 

$

11,975

 

2022

 

$

10,345

 

2023

 

$

9,742

 

2024

 

$

9,742

 

2025

 

$

8,913

 

 

Impairment of Long-Lived Assets

 

Fiscal 2020:  During the fourth quarter of 2020, the Company performed the annual impairment test on its indefinite lived assets.  The results of the analysis indicated the fair market value of certain European tradenames used in the Pressure Cylinders businesses 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, the Company 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 ROU asset with a net book value of $565,000 was deemed fully impaired and written off.

 

In May 2020, the Company 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.  

 

On February 12, 2020, the Company announced a plan to consolidate its oil & gas equipment manufacturing operations in Wooster, Ohio, into its existing manufacturing facility in Bremen, Ohio. As a result, the Company 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.  The land and building of the Wooster facility met the criteria for classification as assets held for sale and, accordingly, have been presented separately as assets held for sale in our consolidated balance sheet at May 31, 2020 .  

 

As a result of the impairment charges noted above, the Company also performed an interim goodwill impairment test of its 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, the Company’s consolidated joint venture, WSP committed to a plan to sell the 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 production equipment was determined to be below 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.  These assets, with a net book value of $7,813,000, have been presented separately as assets held for sale in the consolidated balance sheet at May 31, 2020.

 

During the first quarter of fiscal 2020, we closed on an agreement by which we contributed substantially all of the net assets of its Engineered Cabs business with the exception of the fabricated products facility in Stow, Ohio, and the steel packaging facility in Greensburg, Indiana to the Cabs joint venture. 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 C – Investments in Unconsolidated Affiliates”.  The Company also identified an impairment indicator for the long-lived assets of the 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.

 

Fiscal 2019:  During the fourth quarter of fiscal 2019, management finalized plans to close the Company’s compressed natural gas fuel systems facility in Salt Lake City, Utah.  As a result, long-lived assets with a carrying value of $2,405,000 were written down to their estimated fair market value of $238,000 (determined using Level 2 inputs), resulting in an impairment charge of $2,167,000 in fourth quarter of fiscal 2019.  The Company ceased production at this facility in May 2019.

During the fourth quarter of fiscal 2019, management determined that indicators of impairment were present with regard to certain long-lived assets of the Canton, Michigan facility operated by the Company’s consolidated joint venture, WSP.  As a result, long-lived assets with a carrying value of $4,269,000 were written down to their estimated fair market value of $1,000,000 (determined using Level 2 inputs), resulting in an impairment charge of $3,269,000 in the fourth quarter of fiscal 2019.

During the first quarter of fiscal 2019, changes in the facts and circumstances related to the planned sale of our cryogenics business in Turkey, Worthington Aritas, resulted in our lowering the estimate of fair market value less cost to sell to $7,000,000 which generated an impairment charge of $2,381,000 in the first quarter of fiscal 2019.  Fair market value was determined using observable (Level 2) inputs.

Fiscal 2018:  During the fourth quarter of fiscal 2018, management committed to plans to sell the Company’s cryogenics business in Turkey, Worthington Aritas, and certain underperforming oil & gas equipment assets within Pressure Cylinders.  In accordance with the applicable accounting guidance, the net assets were recorded at the lower of net book value or fair market value less costs to sell.  The book value of Worthington Aritas exceeded its estimated fair market value of $9,000,000, resulting in an impairment charge of $42,422,000, consisting of $19,621,000, $11,549,000, and $11,252,000 related to fixed assets, intangible assets, and other assets, respectively.  The impairment charge related to intangible assets was for customer relationships and technological know-how.  The book value of the oil & gas equipment asset group also exceeded its estimated fair market value of $21,000,000, resulting in an impairment charge of $10,497,000, consisting of $4,015,000, $3,849,000, and $2,633,000 related to allocated goodwill, intangible assets, and fixed assets, respectively.  The impairment charge related to intangible assets was for the full write-off of the remaining book value of customer relationships.  In both instances, fair market value was determined using observable (Level 2) inputs.

During the second quarter of fiscal 2018, the Company determined that indicators of impairment were present with regard to the goodwill and intangible assets of the former Worthington Energy Innovations, LLC (“WEI”) reporting unit.  As a result, these assets were written down to their estimated fair market value resulting in an impairment charge of $7,325,000.  During the second quarter of fiscal 2018, the Company also identified the presence of impairment indicators with regard to vacant land at the oil & gas equipment facility in Bremen, Ohio, resulting in an impairment charge of $964,000 to write the vacant land down to its estimated fair value.