|
7. GOODWILL AND OTHER INTANGIBLE ASSETS
In February 2011 we acquired Exterior Portfolio which is now part of our building products segment. We have performed preliminary estimates of the fair market value of the acquired assets and liabilities and a related allocation of the net purchase price to goodwill and other intangible assets as follows: $24.1 million customer relationships, $6.0 million technology, $4.3 million trade names and the residual $2.9 million was attributed to goodwill. These allocations are preliminary and are subject to, among other things, the final valuation of the assets acquired and liabilities assumed and may be adjusted within twelve months of the closing date of this acquisition.
Goodwill. The following table provides the detail of the changes made to goodwill by reportable segment during the six months ended and as of June 30, 2011 and as of December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Chlorovinyls |
|
Building
Products |
|
Total |
|
|
Gross goodwill at December 31, 2010 |
|
$ |
245,266 |
|
$ |
152,058 |
|
$ |
397,324 |
|
|
Accumulated impairment losses at December 31, 2010 |
|
|
(55,487 |
) |
|
(132,206 |
) |
|
(187,693 |
) |
| |
|
|
|
|
|
|
|
|
Net goodwill at December 31, 2010 |
|
$ |
189,779 |
|
$ |
19,852 |
|
$ |
209,631 |
|
| |
|
|
|
|
|
|
|
|
Gross goodwill at December 31, 2010 |
|
$ |
245,266 |
|
$ |
152,058 |
|
$ |
397,324 |
|
|
Preliminary additionExterior Portfolio |
|
|
|
|
|
2,891 |
|
|
2,891 |
|
|
Foreign currency translation adjustment |
|
|
3,467 |
|
|
|
|
|
3,467 |
|
| |
|
|
|
|
|
|
|
|
Gross goodwill at June 30, 2011 |
|
|
248,733 |
|
|
154,949 |
|
|
403,682 |
|
|
Accumulated impairment losses at June 30, 2011 |
|
|
(55,487 |
) |
|
(132,206 |
) |
|
(187,693 |
) |
| |
|
|
|
|
|
|
|
|
Net goodwill at June 30, 2011 |
|
$ |
193,246 |
|
$ |
22,743 |
|
$ |
215,989 |
|
| |
|
|
|
|
|
|
|
Indefinite lived intangible assets. At June 30, 2011 and December 31, 2010 our indefinite-lived assets consisted of trade names. The following table provides the indefinite-lived intangible assets by reporting segment as of June 30, 2011 and December 31, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Chlorovinyls |
|
Building
Products |
|
Total |
|
|
Balance at December 31, 2010 |
|
$ |
372 |
|
$ |
4,247 |
|
$ |
4,619 |
|
| |
|
|
|
|
|
|
|
|
Additions to trade names at June 30, 2011 |
|
|
|
|
|
4,300 |
|
|
4,300 |
|
|
Foreign currency translation adjustment |
|
|
12 |
|
|
65 |
|
|
77 |
|
| |
|
|
|
|
|
|
|
|
Balance at June 30, 2011 |
|
$ |
384 |
|
$ |
8,612 |
|
$ |
8,996 |
|
| |
|
|
|
|
|
|
|
Finite-lived intangible assets. At June 30, 2011 and December 31, 2010, we also had customer relationship and technology intangible assets that relate to our building products segment. As noted above, an additional $24.1 million was attributed to customer relationships and $6.0 million to technology and those amounts are included in the June 30, 2011 building products segment balances relating to the preliminary allocation from the Exterior Portfolio acquisition.
|
|
|
|
|
|
|
(In thousands) |
|
Building
Products |
|
|
Gross carrying amounts at June 30, 2011: |
|
|
|
|
| |
Customer relationships |
|
$ |
35,522 |
|
| |
Technology |
|
|
17,867 |
|
| |
|
|
|
| |
Total |
|
|
53,389 |
|
|
Accumulated amortization at June 30, 2011: |
|
|
|
|
| |
Customer relationships |
|
|
(5,911 |
) |
| |
Technology |
|
|
(7,370 |
) |
| |
|
|
|
| |
Total |
|
|
(13,281 |
) |
|
Foreign currency translation adjustment and other at June 30, 2011: |
|
|
|
|
| |
Customer relationships |
|
|
(1,685 |
) |
| |
Technology |
|
|
|
|
| |
|
|
|
| |
Total |
|
|
(1,685 |
) |
|
Net carrying amounts at June 30, 2011: |
|
|
|
|
| |
Customer relationships |
|
|
27,926 |
|
| |
Technology |
|
|
10,497 |
|
| |
|
|
|
| |
Total |
|
$ |
38,423 |
|
| |
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
Building Products |
|
|
Gross carrying amounts at December 31, 2010: |
|
|
|
|
| |
Customer relationships |
|
$ |
11,422 |
|
| |
Technology |
|
|
11,867 |
|
| |
|
|
|
| |
Total |
|
|
23,289 |
|
|
Accumulated amortization at December 31, 2010: |
|
|
|
|
| |
Customer relationships |
|
|
(5,199 |
) |
| |
Technology |
|
|
(6,674 |
) |
| |
|
|
|
| |
Total |
|
|
(11,873 |
) |
|
Foreign currency translation adjustment and other at December 31, 2010: |
|
|
|
|
| |
Customer relationships |
|
|
(1,684 |
) |
| |
Technology |
|
|
|
|
| |
|
|
|
| |
Total |
|
|
(1,684 |
) |
|
Net carrying amounts at December 31, 2010: |
|
|
|
|
| |
Customer relationships |
|
|
4,539 |
|
| |
Technology |
|
|
5,193 |
|
| |
|
|
|
| |
Total |
|
$ |
9,732 |
|
| |
|
|
|
The weighted average estimated useful life for the customer relationships is approximately 16 years. Technology has a weighted average estimated useful life of approximately 7 years. Amortization expense for the finite-lived intangible assets was $0.8 million and $0.3 million for the three months ended June 30, 2011 and June 30, 2010, respectively. For the six months ended June 30, 2011 and June 30, 2010, the amortization expense was $1.4 million and $0.5 million, respectively. Total finite-lived intangible assets estimated annual amortization expense for the next five fiscal years is approximately $3.3 million per year. |