GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

The changes in goodwill for the years ended December 31, 2014 and 2013 were as follows (in thousands):



	2014			2013
Balance at January 1	$	570,960		$	579,715
Acquired from acquisitions	7,401			—
Increase from adjustments related to the acquisitions during the measurement period	4,288			1,308
Goodwill impairment charge	(123,414		)	—
Foreign currency translation and other	(6,566		)	(10,063		)
Balance at December 31	$	452,669		$	570,960

At December 31, 2014 the total accumulated goodwill impairment charge was $123.4 million, all within the Oil Re-refining and Recycling segment and recorded during the year ended December 31, 2014.

As of September 30, 2014 and principally resulting from decreases in the market prices, which took place during the third quarter of 2014, of oil products sold by the Oil Re-refining and Recycling reporting unit which negatively impacted anticipated revenue and earnings levels, the Company concluded that an interim goodwill impairment test was required.

In performing Step I of this goodwill impairment test, the estimated fair value of the Oil Re-refining and Recycling reporting unit was determined using an income approach based upon discounted cash flows and was compared to the reporting unit's carrying value as of September 30, 2014. Based on the results of that valuation, the carrying amount of the reporting unit, including $174.3 million of goodwill, exceeded its estimated fair value and as a result the Company performed Step II of the goodwill impairment test to determine the amount of goodwill impairment charge to be recorded.

Step II of the goodwill impairment test required the Company to perform a theoretical purchase price allocation for the reporting unit to determine the implied fair value of goodwill and to compare the implied fair value of goodwill to the recorded amount. The estimates of the fair values of intangible assets identified in performing this theoretical purchase price allocation and resulting implied fair value of goodwill required significant judgment. Based on the results of this goodwill impairment test, the Company recognized a goodwill impairment charge for the Oil Re-refining and Recycling segment of $123.4 million as of September 30, 2014.

(6) GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

The factors contributing to the $123.4 million goodwill impairment charge principally related to decreases in the market prices of base and blended oil products which occurred during the third quarter of 2014. These decreasing market prices negatively impacted the profitability of the Oil Re-refining and Recycling segment and further resulted in lower assumptions for future revenues and profits of the business. These factors adversely affected the estimated fair value of the reporting unit as of September 30, 2014 and ultimately led to the recognition of the goodwill impairment charge.

The Company conducted its annual impairment test of goodwill for all of the Company's seven reporting units as of December 31, 2014 and determined that no adjustment to the carrying value of goodwill for any reporting unit was necessary because the fair values of the reporting units exceeded their respective carrying values. The fair value of all reporting units was determined using an income approach based upon estimates of future discounted cash flows. The resulting estimates of fair value were validated through the consideration of other factors such as the fair value of comparable companies to the reporting units and a reconciliation of the sum of all estimated fair values of the reporting units to the Company’s overall market capitalization. In all cases except for the Company's Oil Re-refining and Recycling reporting unit and the Oil and Gas Field Services segment, the estimated fair values of the reporting unit significantly exceeded their carrying values.

Significant judgments and unobservable inputs categorized as level III in the fair value hierarchy are inherent in the impairment tests performed and include assumptions about the amount and timing of expected future cash flows, growth rates, and the determination of appropriate discount rates. The Company believes that the assumptions used in its annual and any interim date impairment tests are reasonable, but variations in any of the assumptions may result in different calculations of fair values that could result in a material impairment charge.

The performance of the Company's reporting units will continue to be monitored. If the Company's reporting units do not achieve the financial performance that the Company expects, it is possible that an additional goodwill impairment charge may result. There can therefore be no assurance that future events will not result in an impairment of goodwill.

As of December 31, 2014 and 2013, the Company's finite-lived and indefinite lived intangible assets consisted of the following (in thousands):



	December 31, 2014							December 31, 2013
	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period (in years)	Cost		Accumulated Amortization		Net		Weighted Average Amortization Period (in years)
Permits	$	156,692	$	55,318	$	101,374	19.0	$	157,327	$	50,858	$	106,469	19.6
Customer and supplier relationships	370,373		77,697		292,676		11.0	377,899		52,814		325,085		12.1
Other intangible assets	31,540		19,074		12,466		3.2	29,299		15,518		13,781		3.3
Total amortizable permits and other intangible assets	558,605		152,089		406,516		11.4	564,525		119,190		445,335		12.2
Trademarks and trade names	123,564		—		123,564		Indefinite	124,638		—		124,638		Indefinite
Total permits and other intangible assets	$	682,169	$	152,089	$	530,080		$	689,163	$	119,190	$	569,973

As a result of the goodwill impairment charge recorded by the Oil Re-refining and Recycling reporting unit during 2014, the Company also considered whether the reporting units' carrying values of finite-lived intangible and other long lived assets may not be entirely recoverable or whether the carrying value of certain indefinite lived intangibles were impaired. As a result of these analyses, the Company concluded that no impairment of intangible or other long lived assets then existed.

Amortization expense of permits and other intangible assets for the years ended December 31, 2014, 2013 and 2012 were $36.7 million, $35.1 million and $17.2 million, respectively.

(6) GOODWILL AND OTHER INTANGIBLE ASSETS (Continued)

The expected amortization of the net carrying amount of finite-lived intangible assets at December 31, 2014 (in thousands):



Years Ending December 31,	Expected Amortization
2015	$	35,282
2016	34,845
2017	32,889
2018	30,131
2019	26,296
Thereafter	247,073
	$	406,516

- 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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