Intangibles and Goodwill

3 Months Ended

Oct. 31, 2015

Note 8.Intangible Assets and Goodwill

Our intangible assets with definite lives consist primarily of customer relationships, technology, brand names, non-compete agreements and patents. These intangible assets are being amortized on the straight-line method over the estimated useful lives of the assets ranging from 3-20 years and have a weighted average amortization period of 12 years. Amortization expense related to intangible assets was $3,094,000 and $2,956,000 for the three months ended October 31, 2015 and 2014, respectively. Our intangible assets that have indefinite useful lives, and therefore are not amortized, consist of trademarks and trade names.

The Company’s intangible assets consist of the following:

	October 31, 2015
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	103,921,000	$	(23,590,000	)	$	80,331,000
Technology	32,885,000		(9,081,000		)	23,804,000
Brand names	6,900,000		(2,295,000		)	4,605,000
Non-compete agreements	3,092,000		(1,017,000		)	2,075,000
Patents and other registrations	2,286,000		(808,000		)	1,478,000

	149,084,000		(36,791,000		)	112,293,000
Trademarks and tradenames	7,510,000		—			7,510,000

Total intangible assets	$	156,594,000	$	(36,791,000	)	$	119,803,000

	July 31, 2015
			Accumulated
	Gross		Amortization			Net
Intangible assets with finite lives:
Customer relationships	$	97,697,000	$	(39,549,000	)	$	58,148,000
Technology	26,508,000		(12,656,000		)	13,852,000
Brand names	12,970,000		(10,865,000		)	2,105,000
Non-compete agreements	3,129,000		(997,000		)	2,132,000
Patents and other registrations	2,235,000		(788,000		)	1,447,000

	142,539,000		(64,855,000		)	77,684,000
Trademarks and tradenames	8,152,000		—			8,152,000

Total intangible assets	$	150,691,000	$	(64,855,000	)	$	85,836,000

Estimated annual amortization expense of our intangible assets for the remainder for fiscal 2016 and the next five years is as follows:

Nine month period ending July 31, 2016	$	9,716,000
2017	12,569,000
2018	12,267,000
2019	11,943,000
2020	10,186,000
2021	9,816,000

Goodwill changed during fiscal 2015 and the three months ended October 31, 2015 as follows:

				Water
				Purification			Healthcare							Total
	Endoscopy			and Filtration			Disposables		Dialysis		Other			Goodwill

Balance, July 31, 2014	$	78,274,000		$	56,838,000		$	81,835,000	$	8,133,000	$	6,567,000		$	231,647,000
Acquisitions	11,093,000			2,965,000			6,104,000		—		—			20,162,000
Foreign currency translation	(2,360,000		)	(931,000		)	—		—		(827,000		)	(4,118,000		)
Sale of business	—			—			—		—		(5,740,000		)	(5,740,000		)

Balance, July 31, 2015	87,007,000			58,872,000			87,939,000		8,133,000		—			241,951,000
Acquisitions	38,973,000			—			—		—		—			38,973,000
Foreign currency translation	(466,000		)	1,000			—		—		—			(465,000		)

Balance, October 31, 2015	$	125,514,000		$	58,873,000		$	87,939,000	$	8,133,000	$	—		$	280,459,000

On July 31, 2015, we performed impairment studies of the Company’s goodwill and indefinite lived trademarks and trade names and concluded that such assets were not impaired. While the results of these annual reviews have historically not indicated impairment, impairment reviews are highly dependent on management’s projections of our future operating results and cash flows (which management believes to be reasonable), discount rates based on the Company’s weighted average cost of capital and appropriate benchmark peer companies. Assumptions used in determining future operating results and cash flows include current and expected market conditions and future sales forecasts. Subsequent changes in these assumptions and estimates could result in future impairment. Although we consistently use the same methods in developing the assumptions and estimates underlying the fair value calculations, such estimates are uncertain by nature and can vary from actual results. At July 31, 2015, the fair value of all of our reporting units exceeded book value by substantial amounts, except our Dialysis segment, which had an estimated fair value that exceeded book value by approximately 17%. We believe the most significant assumptions impacting the impairment assessment of our Dialysis segment relate to the assumed projected annual sales and future operating efficiencies included in our projections of future operating results and cash flows of this segment. If future operating results and cash flows are substantially less than our projections, future impairment charges may be recorded. On October 31, 2015, management concluded that no events or changes in circumstances have occurred during the three months ended October 31, 2015 that would indicate that the carrying amount of our intangible assets and goodwill may not be recoverable.

- 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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