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Business Acquisitions, Goodwill and Intangible Assets
6 Months Ended
Mar. 31, 2017
Business Acquisitions, Goodwill and Intangible Assets  
Business Acquisitions, Goodwill and Intangible Assets

 

3.Business Acquisitions, Goodwill and Intangible Assets

 

The Company completed one acquisition during the year ended September 30, 2016 for total consideration of $5.5 million. The business combination did not meet the quantitative thresholds to require separate disclosures based on the Company’s consolidated net assets, investments and net income. The acquisition was accounted for under the purchase method of accounting. As such, the purchase consideration was allocated to acquired tangible and intangible assets and liabilities based upon their fair values. The determination of fair values of assets and liabilities acquired requires the Company to make estimates and use valuation techniques when market value is not readily available. Transaction costs associated with business acquisitions are expensed as they are incurred.

 

On October 17, 2014, the Company completed the acquisition of the U.S. headquartered URS Corporation (URS), an international provider of engineering, construction, and technical services, by purchasing 100% of the outstanding shares of URS common stock. The Company paid total consideration of approximately $2.3 billion in cash and issued approximately $1.6 billion of AECOM common stock to the former stockholders and certain equity award holders of URS. In connection with the acquisition, the Company also assumed URS’s senior notes totaling $0.4 billion, net of Company repayments. The Company repaid in full URS’s $0.6 billion 2011 term loan and $0.1 billion of URS’s revolving line of credit.

 

The Company acquired backlog and customer relationship intangible assets valued at $973.8 million representing the fair value of existing contracts and the underlying customer relationships, and have lives ranging from 1 to 11 years (weighted average lives of approximately 3 years) in connection with the URS acquisition. Acquired accrued expenses and other current liabilities include URS project liabilities and approximately $240 million related to estimated URS legal settlements and uninsured legal damages; see Note 14, Commitments and Contingencies, including legal matters related to former URS affiliates.

 

Amortization of intangible assets relating to URS, included in cost of revenue, was $20.9 million and $59.1 million during the three months ended March 31, 2017 and 2016, respectively, and $41.8 million and $118.1 million during the six months ended March 31, 2017 and 2016, respectively. Additionally, included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $2.5 million and ($2.1) million, respectively, during the three months ended March 31, 2017 and $6.5 million and ($3.9) million, respectively, during the three months ended March 31, 2016 related to joint venture fair value adjustments. Included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $4.5 million and ($4.2) million, respectively, during the six months ended March 31, 2017 and $16.3 million and ($9.6) million, respectively, during the six months ended March 31, 2016 related to joint venture fair value adjustments.

 

Billings in excess of costs on uncompleted contracts includes a margin fair value liability associated with long-term contracts acquired in connection with the acquisition of URS. This margin fair value liability was $149.1 million at the acquisition date and its carrying value was $11.7 million at March 31, 2017, and is recognized as revenue on a percentage-of-completion basis as the applicable projects progress. The majority of this liability was recognized over the first two years from the acquisition date. Revenue and the related income from operations related to the margin fair value liability recognized during the three months ended March 31, 2017 and 2016 was $1.6 million and $13.2 million, respectively; revenue and the related income from operations related to the margin fair value liability recognized during the six months ended March 31, 2017 and 2016 was $3.2 million and $28.4 million, respectively.

 

Acquisition and integration expenses, relating to the acquisition of URS, in the accompanying consolidated statements of operations are comprised of the following:

 

 

 

Three months ended

 

Six months ended

 

 

 

Mar 31,
2017

 

Mar 31,
2016

 

Mar 31,
2017

 

Mar 31,
2016

 

 

 

(in millions)

 

Severance and personnel costs

 

$

18.4

 

$

5.4

 

$

29.9

 

$

12.0

 

Professional service, real estate-related, and other expenses

 

1.6

 

45.3

 

5.5

 

79.7

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

20.0

 

$

50.7

 

$

35.4

 

$

91.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Included in severance and personnel costs for the six months ended March 31, 2017 and 2016 was $7.7 million and $12.0 million of severance expenses, respectively, of which $0 and $11.6 million was paid as of March 31, 2017 and 2016, respectively. All acquisition and integration expenses are classified within the Corporate segment, as presented in Note 15.

 

Loss on disposal activities in the accompanying Statements of Operations of $42.6 million for the six months ended March 31, 2016 included losses on the disposition of non-core energy related businesses, equipment and other assets acquired with URS and reported within the Construction Services segment. Net assets related to the loss on disposal activities were $112.8 million. Income from operations included losses incurred by non-core businesses of $2.5 million and $12.6 million during the six months ended March 31, 2017 and 2016, respectively.

 

The changes in the carrying value of goodwill by reportable segment for the six months ended March 31, 2017 were as follows:

 

 

 

September 30,
2016

 

Post-
Acquisition
Adjustments

 

Foreign
Exchange
Impact

 

Disposed

 

March 31,
2017

 

 

 

(in millions)

 

Design and Consulting Services

 

$

3,198.2

 

$

 

$

(6.1

)

$

(1.8

)

$

3,190.3

 

Construction Services

 

915.2

 

 

(2.8

)

 

912.4

 

Management Services

 

1,710.4

 

 

(7.9

)

 

1,702.5

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

5,823.8

 

$

 

$

(16.8

)

$

(1.8

)

$

5,805.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of March 31, 2017 and September 30, 2016, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

 

 

 

March 31, 2017

 

September 30, 2016

 

 

 

 

 

Gross
Amount

 

Accumulated
Amortization

 

Intangible
Assets, Net

 

Gross
Amount

 

Accumulated
Amortization

 

Intangible
Assets, Net

 

Amortization
Period

 

 

 

(in millions)

 

(years)

 

Backlog and customer relationships

 

$

1,245.1

 

$

(818.3

)

$

426.8

 

$

1,247.1

 

$

(767.7

)

$

479.4

 

1 — 11

 

Trademark / tradename

 

16.4

 

(16.4

)

 

16.4

 

(16.4

)

 

0.3 - 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

1,261.5

 

$

(834.7

)

$

426.8

 

$

1,263.5

 

$

(784.1

)

$

479.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization expense of acquired intangible assets included within cost of revenue was $50.6 million and $128.6 million for the six months ended March 31, 2017 and 2016, respectively. The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2017 and for the succeeding years:

 

Fiscal Year

 

(in millions)

 

2017 (six months remaining)

 

$

47.6

 

2018

 

81.9

 

2019

 

76.6

 

2020

 

64.7

 

2021

 

54.9

 

Thereafter

 

101.1

 

 

 

 

 

Total

 

$

426.8