GOODWILL AND INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Detail and activity of goodwill by segment is presented below (in thousands):



	MMS			ATA			Total
Goodwill	$	32,434		$	—		$	32,434
Accumulated impairment losses	(23,777		)	—			(23,777		)
Balance at December 31, 2012	8,657			—			8,657

Acquisition of Forkardt	—			5,816			5,816
Impairment loss	(3,809		)	—			(3,809		)
Disposal of Forkardt Switzerland	—			(662		)	(662		)
	(3,809		)	5,154			1,345

Goodwill⁽¹⁾	32,434			5,154			37,588
Accumulated impairment losses	(27,586		)	—			(27,586		)
Balance at December 31, 2013	4,848			5,154			10,002

Acquisition of Forkardt India	—			1,626			1,626
Impairment loss	(4,848		)	—			(4,848		)
Currency translation adjustments	—			(82		)	(82		)
	(4,848		)	1,544			(3,304		)

Goodwill	32,434			6,698			39,132
Accumulated impairment losses	(32,434		)	—			(32,434		)
Balance at December 31, 2014	$	—		$	6,698		$	6,698

____________________

⁽¹⁾

In accordance with business combination guidance, changes to the purchase price allocation are adjusted retrospectively to the consolidated financial results. The values above include measurement period adjustments recorded in the year ended December 31, 2014 to primarily revise the fair value of other current assets, accrued expenses, and AOCI. The December 31, 2013 balances included in the Consolidated Balance Sheets have been revised to include the effect of the measurement period adjustments.

Goodwill is reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit's carrying amount is greater than its fair value. During the quarter ended June 30, 2014, the Company voluntarily changed the date of the annual goodwill and indefinite-lived intangible assets impairment testing from the last day of the fiscal year to the first day of the fourth quarter.

Based on lower than expected performance in the Usach reporting unit during the current year, combined with a downward revision in the anticipated future results, the Company determined that there were indicators of an impairment of that reporting unit during the third quarter of 2014. Accordingly, a calculation of the fair value was performed using the expected present value of future cash flows, recent industry transaction multiples and using estimates, judgments and assumptions that management believed were appropriate in the circumstances, which resulted in the carrying amount of the Usach reporting unit exceeding its fair value. Accordingly, a goodwill impairment charge of $4.8 million was recognized in the "Impairment charges" caption in the Consolidated Statements of Operations in that reporting unit during the third quarter of 2014, resulting in the entire MMS goodwill balance to be written off. Subsequently, the Company performed the annual impairment analysis for the ATA reporting unit, which resulted in the fair value exceeding the carrying value. The Company performed further analysis of the reporting units' long-lived assets and determined that impairments of these assets were not present. The estimates and judgments used in the assessment included multiples of EBITDA, the weighted average cost of capital and the terminal growth rate.

As part of the annual impairment test as of December 31, 2013, it was determined that the carrying value of the Company's Usach reporting unit exceeded its fair value. As a result, a calculation of the fair value was performed, and an impairment charge of $3.8 million was recognized in the "Impairment charges" caption in the Consolidated Statements of Operations for the year ended December 31, 2013. The Company performed further analysis of the reporting units' long-lived assets and determined that impairments of these assets were not present.

The major components of intangible assets other than goodwill are as follows (in thousands):



	December 31, 2014			December 31, 2013
Gross amortizable intangible assets:
Technical know-how	$	12,984		$	12,409
Customer lists	9,047			8,425
Land rights	2,796			2,865
Patents, trade names, drawings, and other	4,345			3,571
Total gross amortizable intangible assets	29,172			27,270

Accumulated amortization:
Technical know-how	(5,730		)	(4,603		)
Customer lists	(871		)	(416		)
Land rights	(228		)	(177		)
Patents, trade names, drawings, and other	(3,227		)	(3,085		)
Total accumulated amortization	(10,056		)	(8,281		)
Amortizable intangible assets, net	19,116			18,989

Indefinite lived intangible assets:
Trade names	11,101			13,074

Intangible assets other than goodwill, net	$	30,217		$	32,063

Amortization expense related to the definite-lived intangible assets are as follows (in thousands):



	Year Ended December 31,
	2014		2013		2012
Amortization expense	$	1,810	$	1,553	$	781

Estimated amortization expense for each of the five succeeding fiscal years and thereafter is as follows (in thousands):



Fiscal Year	Future Estimated Amortization
2015	$	1,800
2016	1,275
2017	1,235
2018	1,077
2019	1,060
Thereafter	12,669

As a result of interim impairment indicators present in the third quarter of 2014, it was determined that the fair value of the Company's Usach trade name was less than the carrying value, resulting in an impairment charge of $0.9 million, which was recognized in the "Impairment charges" caption in the Consolidated Statements of Operations. Additionally, in the fourth quarter of 2014, the Company concluded that the Usach trade name no longer has an indefinite life based on management plans surrounding the future use of the Usach name. Accordingly, an analysis was performed to assess the remaining useful life of this trade name, and the remaining balance is being amortized on a straight-line basis over a period of 18.25 years. The Company performed an annual impairment test of its indefinite lived intangible assets as of October 1, 2014. The fair value of the indefinite lived intangible assets were calculated using a discounted cash flow analysis, and resulted in the fair value exceeding the carrying value.

As a result of the December 31, 2013 impairment test, it was determined that the fair value of the Company's Usach trade name and Forkardt trade name were less than their carrying values, resulting in impairment charges of $1.3 million and $1.1 million, respectively, which were recognized in the "Impairment charges" caption in the Consolidated Statements of Operations for the year ended December 31, 2013.

See Note 3. "Fair Value of Financial Instruments" for a discussion of the fair value measures used in determining these impairment charges.

- 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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