TopBuild Corp. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangibles

Goodwill and Other Intangibles

12 Months Ended

Dec. 31, 2017

4. GOODWILL AND OTHER INTANGIBLES

Changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016, by segment, were as follows, in thousands:


	Gross Goodwill				Gross Goodwill		Accumulated		Net Goodwill
	at				at		Impairment		at
	December 31, 2016		Additions		December 31, 2017		Losses		December 31, 2017
Goodwill, by segment:
Installation	$	1,390,792	$	32,128	$	1,422,920	$	(762,021)	$	660,899
Distribution		416,287		—		416,287		—		416,287
Total goodwill	$	1,807,079	$	32,128	$	1,839,207	$	(762,021)	$	1,077,186


	Gross Goodwill				Gross Goodwill		Accumulated		Net Goodwill
	at				at		Impairment		at
	December 31, 2015		Additions		December 31, 2016		Losses		December 31, 2016
Goodwill, by segment:
Installation	$	1,389,775	$	1,017	$	1,390,792	$	(762,021)	$	628,771
Distribution		416,287		—		416,287		—		416,287
Total goodwill	$	1,806,062	$	1,017	$	1,807,079	$	(762,021)	$	1,045,058

In the fourth quarters of 2017 and 2016, we completed our annual impairment testing of goodwill. The impairment tests in both 2017 and 2016 indicated there was no impairment of goodwill.

Other intangible assets, net includes customer relationships, non-compete agreements, and trademarks. The following table sets forth our other intangible assets and associated amortization expense, in thousands:


	For the years ended December 31,
	2017		2016		2015
Gross definite-lived intangible assets	$	54,872	$	20,932
Accumulated amortization		(21,629)		(18,683)
Net definite-lived intangible assets		33,243		2,249
Indefinite-lived intangible assets not subject to amortization		—		407
Other intangible assets, net	$	33,243	$	2,656

Amortization expense	$	2,994	$	795	$	1,026

The following table sets forth the amortization expense related to the definite-lived intangible assets during each of the next five years, in thousands:


	Amortization Expense
2018	$	4,056
2019		4,056
2020		4,006
2021		3,892
2022		3,814

- 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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