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Business Combinations | 6 Months Ended
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Mar. 28, 2014
Business Combinations [Abstract] |
Business Combinations | Business Combinations On December 13, 2013, the Company acquired all of the outstanding interests in Sinclair Knight Merz Management Pty Limited and Sinclair Knight Merz Holdings Limited (collectively, "SKM"), a provider of engineering, design, procurement, construction and project management services, from the SKM shareholders. The Company purchased SKM for approximately $1.2 billion in cash. The purchase price reflects an enterprise value of approximately $1.1 billion plus adjustments for cash, debt and other items. The acquisition agreement includes customary representations, warranties, and indemnities supported by an escrow account. The Company has, in total, incurred approximately $16.4 million of expenses related to the SKM acquisition. Included in selling, general and administrative expense for the six month period ended March 28, 2014 is $9.0 million of transaction-related expenses and amounts not material to the consolidated results of operations for the three month period ended March 28, 2014. The following table presents the preliminary allocation of the purchase price (in thousands):
Assets: |
Cash and cash equivalents | $ | 152,051 |
Receivables and other current assets | 330,049 |
Property and equipment, and other | 89,524 |
Intangible assets | 246,696 |
Total assets | 818,320 |
Liabilities: |
Current liabilities | 296,685 |
Deferred tax liability | 86,344 |
Long-term liabilities | 18,416 |
Total liabilities | 401,445 |
Net identifiable assets acquired | $ | 416,875 |
Goodwill | 802,799 |
Net assets acquired | $ | 1,219,674 |
The Company expects to collect substantially all of the acquired receivables of $304.6 million. As the Company closed the acquisition on December 13, 2013, these amounts are subject to substantial change over the measurement period as the Company finalizes its evaluation. The preliminary useful lives of the intangible assets acquired from SKM range from 3 to 12 years. Some of the factors contributing to the recognition of goodwill include: (i) access to a large, highly-trained and stable workforce; (ii) the opportunity to expand our client base in Australia, Asia, South America and the U.K.; (iii) the opportunity to expand our presence in multiple industries, including: mining, infrastructure, buildings, water and energy; and (iv) the opportunity to achieve operating synergies. We expect that the goodwill recognized in this transaction will ultimately be deductible in the U.S. for income tax purposes. The following table presents the unaudited, pro forma consolidated results of operations (in millions, except per share amounts) for the six month periods ended March 28, 2014 and March 29, 2013 as if the acquisition of SKM operations had occurred as of September 29, 2012. The period end dates of SKM are different from those of the Company and, accordingly, certain adjustments were made to conform SKM's period end dates to those of the Company. Management believes these adjustments make the comparative data more representative of what the combined results of operations would have been over the pro forma period. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the SKM operations actually been acquired at September 29, 2012; or (ii) future results of operations:
| For the Six Months Ended
| March 28, 2014 |  | March 29, 2013
Revenues | $ | 6,495 |  |  | $ | 6,328 |
Net earnings attributable to Jacobs | 183 |  |  | 220 |
Basic earnings per share | 1.40 |  |  | 1.71 |
Diluted earnings per share | 1.38 |  |  | 1.69 |
The pro forma earnings for the six months ended March 28, 2014 were adjusted to exclude $21.1 million of transaction-related costs incurred by both parties and, for the six months ended March 29, 2013, include $22.7 million of transaction-related costs (the difference being due to the effects of exchange rate changes) in the pro forma earnings. For the six months ended March 28, 2014 and March 29, 2013, the pro forma earnings were adjusted to include incremental interest expense of $0.6 million (for a total of $2.6 million) and $2.3 million (for a total of $3.2 million), respectively. For the six months ended March 28, 2014 and March 29, 2013, the pro forma earnings were adjusted to include net incremental intangible amortization of $3.5 million (for a total of $11.9 million) and $10.4 million (for a total of $13.3 million), respectively. The difference in the total intangible amortization between the periods is due to the effects of exchange rate changes. The pro forma earnings for the six months ended March 28, 2014 include an expense from SKM of $24.0 million related to a settlement with certain SKM shareholders regarding provisions of their shareholding plan that was settled and paid prior to the close of the business combination and recorded during the three month period ended December 27, 2013. During the six months ended March 28, 2014, the Company also acquired Eagleton Engineering, LLC, FMHC Corporation, Stobbarts (Nuclear) Limited, Trompeter Enterprises, and MARMAC Field Services, Inc. The operations of these acquisitions were not material to the Company's results for the three and six months ended March 28, 2014. The Company also made an investment in Guimar Engenharia Ltda, a Brazilian-based engineering-based services and project management/construction management firm.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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