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GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING
12 Months Ended
Dec. 31, 2014
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING  
GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING

 

6. GOODWILL, OTHER INTANGIBLE ASSETS AND RESTRUCTURING

Our intangible assets consist of goodwill, customer relationships, supply contracts, trade names, and technology. Goodwill is the excess of the cost of an acquired entity over the fair value of tangible and intangible assets (including, but not limited to, customer lists, trade names and technology) acquired and liabilities assumed under acquisition accounting for business combinations.

As of December 31, 2014, we have two segments that contain reporting units with goodwill and intangible assets: our chlorovinyls segment includes goodwill in its chlor-alkali and derivatives and compound reporting units and our building products segment includes goodwill primarily in its siding reporting unit.

Goodwill.    During the year ended December 31, 2014, the Company recorded an immaterial correction of an error related to the overstatement of certain assets and deferred tax liabilities recorded in connection with the acquisition accounting for the Merged Business that were outside of the measurement period. The Company recognized a $0.7 million decrease in the fair value of acquired net assets and a $0.7 million increase to goodwill on the consolidated balance sheet as of December 31, 2014. Management performed an evaluation under Staff Accounting Bulletin No. 108 and concluded the effect of the adjustment is immaterial to the current and prior periods' financial statements. In the fourth quarter of 2014, the Company recorded an impairment of approximately $4.1 million in goodwill from our chlorovinyls segment pertaining to an immaterial product line that is now classified as held-for-sale. The following table provides the detail of the changes made to goodwill during the twelve months ended December 31, 2014.

                                                                                                                                                                                    

(In millions) 

 

Chlorovinyls

 

Building
Products

 

Total

 

Gross goodwill at January 1, 2013

 

$

245.4

 

$

159.5

 

$

404.9

 

Addition from mergers and acquisitions

 

 

1,572.7

 

 

0.8

 

 

1,573.5

 

Foreign currency translation adjustment

 

 

(9.3

)

 

-

 

 

(9.3

)

​  

​  

​  

​  

​  

​  

Gross goodwill at December 31, 2013

 

 

1,808.8

 

 

160.3

 

 

1,969.1

 

Accumulated impairment losses

 

 

(55.5

)

 

(150.4

)

 

(205.9

)

​  

​  

​  

​  

​  

​  

Net goodwill at December 31, 2013

 

$

1,753.3

 

$

9.9

 

$

1,763.2

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Gross goodwill at December 31, 2013

 

$

1,808.8

 

$

160.3

 

$

1,969.1

 

Adjustments

 

 

0.7

 

 

-

 

 

0.7

 

Foreign currency translation adjustment

 

 

(18.7

)

 

(0.1

)

 

(18.8

)

​  

​  

​  

​  

​  

​  

Gross goodwill at December 31, 2014

 

 

1,790.8

 

 

160.2

 

 

1,951.0

 

Accumulated impairment losses

 

 

(59.6

)

 

(150.4

)

 

(210.0

)

​  

​  

​  

​  

​  

​  

Net goodwill at December 31, 2014

 

$

1,731.2

 

$

9.8

 

$

1,741.0

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Indefinite-lived intangible assets.    Our indefinite-lived intangible assets consist of trade names with a carrying value of $6.0 million at December 31, 2014 and 2013 in our building products segment.

Valuation:    We tested our reporting units with goodwill and other indefinite-lived intangible assets in the fourth quarter of 2014 in accordance with our annual October 1 impairment testing. None of our reporting units showed indications of impairment for goodwill or other indefinite-lived intangible assets.

In the year ended December 31, 2013 we concluded a test for the impairment of goodwill and other intangible assets in our window and door profiles reporting unit. The window and door profiles reporting unit fair value was estimated using the discounted cash flow approach and market approach. We estimated our future discounted cash flows based on our actual results during the year ended December 31, 2013, as compared to our projections for such period. The cash flow approach assumed a gradual increase in financial performance, based on a housing market recovery in the United States, and a discount rate of approximately 15 percent. The window and door profiles reporting unit's future earnings are significantly influenced by the North American housing and construction markets. Our market approaches considered market multiples of peer companies as adjusted and applicable to our window and door profiles reporting unit within our building products segment.

Based on the results of our 2013 evaluation, we recorded an impairment charge to write-down goodwill and other intangible assets in the window and door profiles reporting unit by $24.9 million in the year ended December 31, 2013. The write-down was due primarily to the prolonged downturn in the North American housing and construction markets, continued pricing declines, and the expected impact of those declines on projected cash flows on the window and door profiles reporting unit. The write-down included $18.2 million for goodwill, $3.1 million for indefinite-lived trade names and $3.6 million for customer relationship assets.

Definite-lived intangible assets.    At December 31, 2014 and 2013, we had definite-lived intangible assets in our building products segment that related to customer relationships and technology. In the acquisition of the Merged Business, we acquired definite-lived intangible assets in our chlorovinyls segment. The values of these assets acquired are $1.1 billion for customer relationships, $42.6 million for supply contracts, $14.9 million for technology and $6.0 million for trade names. In the fourth quarter of 2014, the Company recorded an impairment of approximately $2.6 million in definite-lived intangible assets relating to customer relationships from our chlorovinyls segment pertaining to our phosgene derivatives product line that is now classified as held-for-sale. At December 31, 2014 and 2013 there were no definite-lived intangible assets in our aromatics segment. The following table provides the definite-lived intangible assets, by reportable segment, as of December 31, 2014 and 2013.

                                                                                                                                                                                    

 

 

Chlorovinyls

 

Building Products

 

Total

 

(In millions) 

 

December 31,
2014

 

December 31,
2013

 

December 31,
2014

 

December 31,
2013

 

December 31,
2014

 

December 31,
2013

 

Gross carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

1,142.3

 

$

1,142.3

 

$

32.2

 

$

32.2

 

$

1,174.5

 

$

1,174.5

 

Supply contracts

 

 

42.6

 

 

42.6

 

 

-

 

 

-

 

 

42.6

 

 

42.6

 

Trade names

 

 

6.0

 

 

6.0

 

 

-

 

 

-

 

 

6.0

 

 

6.0

 

Technology

 

 

14.9

 

 

14.9

 

 

17.4

 

 

17.4

 

 

32.3

 

 

32.3

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

1,205.8

 

 

1,205.8

 

 

49.6

 

 

49.6

 

 

1,255.4

 

 

1,255.4

 

Accumulated impairment charges:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(2.6

)

 

-

 

 

-

 

 

-

 

 

(2.6

)

 

-  

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

(2.6

)

 

-

 

 

-

 

 

-

 

 

(2.6

)

 

-

 

Accumulated amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(121.1

)

 

(58.2

)

 

(12.1

)

 

(10.5

)

 

(133.2

)

 

(68.7

)

Supply contracts

 

 

(4.1

)

 

(2.0

)

 

-

 

 

-

 

 

(4.1

)

 

(2.0

)

Trade names

 

 

(0.7

)

 

(0.3

)

 

-

 

 

-

 

 

(0.7

)

 

(0.3

)

Technology

 

 

(1.3

)

 

(0.6

)

 

(12.7

)

 

(11.1

)

 

(14.0

)

 

(11.7

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

(127.2

)

 

(61.1

)

 

(24.8

)

 

(21.6

)

 

(152.0

)

 

(82.7

)

Foreign currency translation adjustment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

(14.2

)

 

(4.0

)

 

-

 

 

-

 

 

(14.2

)

 

(4.0

)

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

 

(14.2

)

 

(4.0

)

 

-

 

 

-

 

 

(14.2

)

 

(4.0

)

Net carrying amounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

 

1,004.4

 

 

1,080.1

 

 

20.1

 

 

21.7

 

 

1,024.5

 

 

1,101.8

 

Supply contracts

 

 

38.5

 

 

40.6

 

 

-

 

 

-

 

 

38.5

 

 

40.6

 

Trade names

 

 

5.3

 

 

5.7

 

 

-

 

 

-

 

 

5.3

 

 

5.7

 

Technology

 

 

13.6

 

 

14.3

 

 

4.7

 

 

6.3

 

 

18.3

 

 

20.6

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

Total

 

$

1,061.8

 

$

1,140.7

 

$

24.8

 

$

28.0

 

$

1,086.6

 

$

1,168.7

 

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

​  

The weighted average estimated useful life remaining for customer relationships, supply contracts, definite-lived trade names and technology is approximately 16 years, 18 years, 15 years, and 16 years, respectively. Amortization expense for the definite-lived intangible assets was $69.6 million, $64.3 million and $3.3 million for the years ended December 31, 2014, 2013 and 2012, respectively. The estimated annual amortization expense for definite-lived intangible assets for the next five fiscal years is approximately $67.0 million per year.

Restructuring:    In September 2013, we initiated a restructuring plan in our building products segment consisting of various cost saving initiatives, including the reduction of overhead and plant labor, and the consolidation of various plants, primarily in the window and door profiles reporting unit, to improve utilization and efficiencies. During the years ended December 31, 2014 and 2013, we recorded $6.3 million and $3.2 million, respectively, in restructuring charges in our building products segment that are included in Transaction-related costs and other, net in the consolidated statements of operations. We expect to complete these restructuring initiatives in 2015 with additional charges totaling approximately $1.9 million.