BKH » Topics » Goodwill and Intangible Assets

These excerpts taken from the BKH 10-K filed Mar 2, 2009.

Goodwill and Intangible Assets

 

We account for goodwill and intangible assets in accordance with SFAS 142. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually for impairment. Intangible assets with a finite life continue to be amortized over their estimated useful lives. We perform this annual review of goodwill and intangible assets during the fourth quarter of each year (or more frequently if impairment indicators arise).

 

The substantial majority of our goodwill and intangible assets are contained within the Utilities Group relating to the 2008 purchase of utility properties in the Aquila Transaction. Changes to goodwill and intangible assets during the years ended December 31, 2008 and 2007 are as follows (in thousands):

 

 

 

Amortized Other

 

Goodwill

Intangible Assets

Balance at December 31, 2006, net of accumulated amortization

$

12,168

$

402

Tax adjustment on acquisition earn-out (see Note 18)

 

(92)

 

Impairment losses

 

(594)

 

(314)

Amortization expense

 

 

(85)

Balance at December 31, 2007, net of accumulated amortization

 

11,482

 

3

Additions

 

347,808

 

4,919

Amortization expense

 

 

(38)

Balance at December 31, 2008, net of accumulated amortization

$

359,290

$

4,884

 

On July 14, 2008, we completed the acquisition of regulated electric and gas utilities from Aquila. Allocation of the purchase price included $344.5 million of goodwill and $4.9 million of intangible assets (see Note 21).

 

The acquisition of the Aquila assets has been accounted for under purchase accounting, whereby the purchase price of the transaction was allocated to identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on the principles in SFAS 157 and reflect significant assumptions and judgments. We comply with the provisions of SFAS 71 and thus the assets and settlement of liabilities are subject to cost-based regulatory rate-setting processes. Accordingly, the historical carrying values of a majority of our assets and liabilities are deemed to represent fair values.

 

During 2008, we adjusted goodwill $3.3 million for issuance of shares of common stock related to the settlement of the Earn-out Litigation with former Indeck shareholders. See Notes 10 and 18 for additional information.

 

In accordance with SFAS 142, we tested goodwill for impairment in the fourth quarter. We estimated the fair value of the goodwill using discounted cash flow methodology and an analysis of comparable companies’ transactions. This analysis required the input of several critical assumptions, including future growth rates, cash flow projections, operating cost escalation rates, rates of return, a risk-adjusted discount rate, and long-term earnings and merger multiples for comparable companies. We believe that the goodwill amount reflects the value of the relatively stable, long-lived cash flows of the regulated utility business, considering the regulatory environment and market growth potential.

 

Intangible assets represent easements, right-of-way and trademarks and are amortized using a straight-line method using estimated useful lives of 20 years. Intangible assets totaled $4.9 million, with accumulated amortization less than $0.1 million at December 31, 2008 and intangible assets totaled less than $0.1 million, net of accumulated amortization at December 31, 2007. Amortization expense for intangible assets was $0.1 million in each of 2008, 2007 and 2006, respectively. Amortization expense for existing intangible assets is expected to be $0.2 million a year through 2013.

 

During the third quarter of 2007, we wrote off intangible assets of $0.3 million, net of accumulated amortization of $0.8 million, related to the impairment of the Ontario plant. The impairment charge is a result of a thermal host contract expiration without a long-term extension. See Note 12 for additional information.

 

120

During the second quarter of 2007, we wrote off goodwill of approximately $0.1 million for tax adjustments related to the Indeck acquisition earn-out (see Note 18). During the fourth quarter of 2007, we wrote off goodwill of approximately $0.6 million, net of accumulated amortization of $0.1 million, related to the write-down of our investments in the Rupert and Glenns Ferry partnerships. The write-downs were the result of impairment charges by the partnerships primarily due to forecasted unhedged future commodity purchases during a significant portion of the remaining term of the partnerships’ power supply agreements (see Note 12).

 

Goodwill and Intangible Assets



 



We account for goodwill and intangible assets in accordance with SFAS 142. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually for impairment. Intangible assets with a finite life continue to be amortized over their estimated useful lives. We perform this annual review of goodwill and intangible assets during the fourth quarter of each year (or more frequently if impairment indicators arise).



 



The substantial majority of our goodwill and intangible assets are contained within the Utilities Group relating to the 2008 purchase of utility properties in the Aquila Transaction. Changes to goodwill and intangible assets during the years ended December 31, 2008 and 2007 are as follows (in thousands):



 































































 


 


Amortized Other


 


Goodwill


Intangible Assets


Balance at December 31, 2006, net of accumulated amortization


$


12,168


$


402


Tax adjustment on acquisition earn-out (see Note 18)


 


(92)


 



Impairment losses


 


(594)


 


(314)


Amortization expense


 



 


(85)


Balance at December 31, 2007, net of accumulated amortization


 


11,482


 


3


Additions


 


347,808


 


4,919


Amortization expense


 



 


(38)


Balance at December 31, 2008, net of accumulated amortization


$


359,290


$


4,884




 



On July 14, 2008, we completed the acquisition of regulated electric and gas utilities from Aquila. Allocation of the purchase price included $344.5 million of goodwill and $4.9 million of intangible assets (see Note 21).



 



The acquisition of the Aquila assets has been accounted for under purchase accounting, whereby the purchase price of the transaction was allocated to identifiable assets acquired and liabilities assumed based upon their fair values. The estimates of the fair values recorded were determined based on the principles in SFAS 157 and reflect significant assumptions and judgments. We comply with the provisions of SFAS 71 and thus the assets and settlement of liabilities are subject to cost-based regulatory rate-setting processes. Accordingly, the historical carrying values of a majority of our assets and liabilities are deemed to represent fair values.



 



During 2008, we adjusted goodwill $3.3 million for issuance of shares of common stock related to the settlement of the Earn-out Litigation with former Indeck shareholders. See Notes 10 and 18 for additional information.



 



In accordance with SFAS 142, we tested goodwill for impairment in the fourth quarter. We estimated the fair value of the goodwill using discounted cash flow methodology and an analysis of comparable companies’ transactions. This analysis required the input of several critical assumptions, including future growth rates, cash flow projections, operating cost escalation rates, rates of return, a risk-adjusted discount rate, and long-term earnings and merger multiples for comparable companies. We believe that the goodwill amount reflects the value of the relatively stable, long-lived cash flows of the regulated utility business, considering the regulatory environment and market growth potential.



 



Intangible assets represent easements, right-of-way and trademarks and are amortized using a straight-line method using estimated useful lives of 20 years. Intangible assets totaled $4.9 million, with accumulated amortization less than $0.1 million at December 31, 2008 and intangible assets totaled less than $0.1 million, net of accumulated amortization at December 31, 2007. Amortization expense for intangible assets was $0.1 million in each of 2008, 2007 and 2006, respectively. Amortization expense for existing intangible assets is expected to be $0.2 million a year through 2013.



 



During the third quarter of 2007, we wrote off intangible assets of $0.3 million, net of accumulated amortization of $0.8 million, related to the impairment of the Ontario plant. The impairment charge is a result of a thermal host contract expiration without a long-term extension. See Note 12 for additional information.



 



120






During the second quarter of 2007, we wrote off goodwill of approximately $0.1 million for tax adjustments related to the Indeck acquisition earn-out (see Note 18). During the fourth quarter of 2007, we wrote off goodwill of approximately $0.6 million, net of accumulated amortization of $0.1 million, related to the write-down of our investments in the Rupert and Glenns Ferry partnerships. The write-downs were the result of impairment charges by the partnerships primarily due to forecasted unhedged future commodity purchases during a significant portion of the remaining term of the partnerships’ power supply agreements (see Note 12).



 



These excerpts taken from the BKH 10-K filed Feb 29, 2008.

Goodwill and Intangible Assets

 

The Company accounts for goodwill and intangible assets in accordance with SFAS 142. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually for impairment. The Company performs this annual review during the fourth quarter of each year (or more frequently if impairment indicators arise). Intangible assets with a finite life continue to be amortized over their useful lives (but with no maximum life).

 

The substantial majority of the Company’s goodwill and intangible assets are contained within the Power Generation segment. Changes to goodwill and intangible assets during the years ended December 31, 2007 and 2006 are as follows (in thousands):

 

 

 

Amortized Other

 

Goodwill

Intangible Assets

Balance at December 31, 2005, net of accumulated amortization

$

29,847

$

27,548

Additions

 

716

 

Amortization expense

 

 

(3,119)

Balance at December 31, 2006, net of accumulated amortization

 

30,563

 

24,429

Tax adjustment on acquisition earn-out (see Note 18)

 

(392)

 

Impairment losses

 

(594)

 

(314)

Amortization expense

 

 

(3,089)

Balance at December 31, 2007, net of accumulated amortization

$

29,577

$

21,026

 

102

Intangible assets primarily relate to site development fees and acquired above-market long-term contracts within the Power Generation segment and are amortized using a straight-line method using estimated useful lives ranging from 5 to 40 years. Intangible assets totaled $49.1 million, with accumulated amortization of $28.1 million at December 31, 2007 and $50.3 million, with accumulated amortization of $25.9 million at December 31, 2006. Amortization expense for intangible assets was $3.1 million, $3.1 million and $3.3 million in 2007, 2006 and 2005, respectively. Amortization expense for existing intangible assets is expected to be approximately $3.0 million a year through 2009, $2.2 million in 2010 and $0.4 million in 2011 through 2012.

 

During the third quarter of 2007, the Company wrote off intangible assets of $0.3 million, net of accumulated amortization of $0.8 million, related to the impairment of the Ontario plant. The impairment charge is a result of a thermal host contract expiration without a long-term extension (see Note 11).

 

During the second quarter of 2007, the Company wrote off goodwill of approximately $0.4 million for tax adjustments related to the acquisition earn-out (see Note 18). During the fourth quarter of 2007, the Company wrote off goodwill of approximately $0.6 million, net of accumulated amortization of $0.1 million, related to the write-down of the Company’s investments in the Rupert and Glenns Ferry partnerships. The write-downs were the result of impairment charges by the partnerships primarily due to forecasted unhedged future commodity purchases during a significant portion of the remaining term of the partnerships’ power supply agreements (see Note 11).

 

Additions to goodwill in 2006 relate to the acquisition of Cheyenne Light and represent the cost of the investment over the estimated fair value of the underlying net assets acquired.

 

During the fourth quarter of 2005, the Company wrote off goodwill of approximately $1.9 million, net of accumulated amortization of $0.3 million related to partnership “equity flips” at certain power fund investments. Upon the triggering of the “equity flips,” the Company recognized earnings for the value of its additional partnership equity and recorded an impairment charge for the related goodwill.

 

Goodwill and Intangible Assets



 



The Company accounts for goodwill and intangible assets in accordance with SFAS 142. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually for impairment. The Company performs this annual review during the fourth quarter of each year (or more frequently if impairment indicators arise). Intangible assets with a finite life continue to be amortized over their useful lives (but with no maximum life).



 



The substantial majority of the Company’s goodwill and intangible assets are contained within the Power Generation segment. Changes to goodwill and intangible assets during the years ended December 31, 2007 and 2006 are as follows (in thousands):



 































































 


 


Amortized Other


 


Goodwill


Intangible Assets


Balance at December 31, 2005, net of accumulated amortization


$


29,847


$


27,548


Additions


 


716


 



Amortization expense


 



 


(3,119)


Balance at December 31, 2006, net of accumulated amortization


 


30,563


 


24,429


Tax adjustment on acquisition earn-out (see Note 18)


 


(392)


 



Impairment losses


 


(594)


 


(314)


Amortization expense


 



 


(3,089)


Balance at December 31, 2007, net of accumulated amortization


$


29,577


$


21,026




 






102






Intangible assets primarily relate to site development fees and acquired above-market long-term contracts within the Power Generation segment and are amortized using a straight-line method using estimated useful lives ranging from 5 to 40 years. Intangible assets totaled $49.1 million, with accumulated amortization of $28.1 million at December 31, 2007 and $50.3 million, with accumulated amortization of $25.9 million at December 31, 2006. Amortization expense for intangible assets was $3.1 million, $3.1 million and $3.3 million in 2007, 2006 and 2005, respectively. Amortization expense for existing intangible assets is expected to be approximately $3.0 million a year through 2009, $2.2 million in 2010 and $0.4 million in 2011 through 2012.



 



During the third quarter of 2007, the Company wrote off intangible assets of $0.3 million, net of accumulated amortization of $0.8 million, related to the impairment of the Ontario plant. The impairment charge is a result of a thermal host contract expiration without a long-term extension (see Note 11).



 



During the second quarter of 2007, the Company wrote off goodwill of approximately $0.4 million for tax adjustments related to the acquisition earn-out (see Note 18). During the fourth quarter of 2007, the Company wrote off goodwill of approximately $0.6 million, net of accumulated amortization of $0.1 million, related to the write-down of the Company’s investments in the Rupert and Glenns Ferry partnerships. The write-downs were the result of impairment charges by the partnerships primarily due to forecasted unhedged future commodity purchases during a significant portion of the remaining term of the partnerships’ power supply agreements (see Note 11).



 



Additions to goodwill in 2006 relate to the acquisition of Cheyenne Light and represent the cost of the investment over the estimated fair value of the underlying net assets acquired.



 



During the fourth quarter of 2005, the Company wrote off goodwill of approximately $1.9 million, net of accumulated amortization of $0.3 million related to partnership “equity flips” at certain power fund investments. Upon the triggering of the “equity flips,” the Company recognized earnings for the value of its additional partnership equity and recorded an impairment charge for the related goodwill.



 



This excerpt taken from the BKH 10-K filed Mar 1, 2007.

Goodwill and Intangible Assets

 

The Company accounts for goodwill and intangible assets in accordance with SFAS 142. Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually (or more frequently if impairment indicators arise) for impairment. Intangible assets with a defined life continue to be amortized over their useful lives (but with no maximum life).

 

The substantial majority of the Company’s goodwill and intangible assets are contained within the Power Generation segment. Changes to goodwill and intangible assets during the years ended December 31, 2006 and 2005 are as follows (in thousands):

 

 

 

Amortized Other

 

Goodwill

Intangible Assets

 

 

 

 

 

Balance at December 31, 2004, net of accumulated amortization

$

28,455

$

36,363

Additions

 

3,915

 

3

Impairment losses

 

(1,897)

 

(5,567)

Acquisition-related tax adjustment

 

(626)

 

Amortization expense

 

 

(3,251)

Balance at December 31, 2005, net of accumulated amortization

$

29,847

$

27,548

Additions

 

716

 

Amortization expense

 

 

(3,119)

Balance at December 31, 2006, net of accumulated amortization

$

30,563

$

24,429

 

 

95

Intangible assets primarily relate to site development fees and acquired above-market long-term contracts within the Power Generation segment and are amortized using a straight-line method using estimated useful lives ranging from 5 to 40 years. Intangible assets totaled $50.3 million, with accumulated amortization of $25.9 million at December 31, 2006 and $50.2 million, with accumulated amortization of $22.7 million at December 31, 2005. Amortization expense for intangible assets was $3.1 million, $3.3 million and $3.3 million in 2006, 2005 and 2004, respectively. Amortization expense for existing intangible assets is expected to be approximately $3.1 million a year through 2009 and $2.3 million in 2010 and $0.4 million in 2011.

 

Additions to goodwill in 2006 and 2005 relate to the acquisition of Cheyenne Light and represent the cost of the investment over the estimated fair value of the underlying net assets acquired (see Note 21).

 

During the fourth quarter of 2005, the Company wrote off goodwill of approximately $1.9 million, net of accumulated amortization of $0.3 million related to partnership “equity flips” at certain power fund investments. Upon the triggering of the “equity flips,” the Company recognized earnings for the value of its additional partnership equity and recorded an impairment charge for the related goodwill.

 

During the third quarter of 2005, the Company wrote off intangible assets of $5.6 million, net of accumulated amortization of $1.5 million, related to the impairment of the Las Vegas I gas-fired plant, due to uneconomic operations as a result of significant increases in forecasted natural gas prices (see Note 11).

 

This excerpt taken from the BKH 10-K filed Mar 16, 2006.

Goodwill and Intangible Assets

 

The Company accounts for goodwill and intangible assets in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). Under SFAS 142, goodwill and intangible assets with indefinite lives are not amortized but the carrying values are reviewed annually (or more frequently if impairment indicators arise) for impairment. Intangible assets with a defined life continue to be amortized over their useful lives (but with no maximum life).

 

The substantial majority of the Company’s goodwill and intangible assets are contained within the Power Generation segment. Changes to goodwill and intangible assets during the years ended December 31, 2005 and 2004 are as follows (in thousands):

 

 

 

 

 

Amortized Other

 

 

Goodwill

 

Intangible Assets

 

 

 

 

 

Balance at December 31, 2003, net of accumulated amortization

$

30,144

$

40,070

Amortization expense

 

 

(3,320)

Reclassification to discontinued operations

 

 

(62)

Balance at December 31, 2004, net of accumulated amortization

 

30,144

 

36,688

Additions

 

3,915

 

3

Impairment losses

 

(1,897)

 

(5,567)

Acquisition-related tax adjustment

 

(626)

 

Amortization expense

 

 

(3,298)

Balance at December 31, 2005, net of accumulated amortization

$

31,536

$

27,826

 

Intangible assets primarily relate to site development fees and acquired above-market long-term contracts within the Power Generation segment and are amortized using a straight-line method using estimated useful lives ranging from 5 to 40 years. Intangible assets totaled $51.3 million, with accumulated amortization of $23.5 million at December 31, 2005 and $58.4 million, with accumulated amortization of $21.7 million at December 31, 2004. Amortization expense for intangible assets was $3.3 million, $3.3 million and $4.0 million in 2005, 2004 and 2003, respectively. Amortization expense for existing intangible assets is expected to be approximately $3.1 million a year through 2009 and $2.3 million in 2010.

 

Additions to goodwill relate to the acquisition of Cheyenne Light and represent the cost of the investment over the estimated fair value of the underlying net assets on the date of acquisition (see Note 23).

 

During the fourth quarter of 2005, the Company wrote off goodwill of approximately $1.9 million, net of accumulated amortization of $0.3 million related to partnership “equity flips” at certain power fund investments. Upon the triggering of the “equity flips,” the Company recognized earnings for the value of its additional partnership equity and impaired the related goodwill.

 

During the third quarter of 2005, the Company wrote off intangible assets of $5.6 million, net of accumulated amortization of $1.5 million, related to the impairment of the Las Vegas I gas-fired plant, due to uneconomic operations as a result of significant increases in forecasted natural gas prices (see Note 13).

 

During the third quarter of 2003, the Company wrote off intangible assets of $34.1 million, net of accumulated amortization of $1.1 million, related to the impairment of the Las Vegas II plant. The impairment charge is a result of a contract termination and subsequent impairment of the Las Vegas II plant (see Notes 12 and 13).

 

 

90

 

 

 

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