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Business Acquisitions, Goodwill and Intangible Assets
12 Months Ended
Sep. 30, 2018
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, 2018 and two acquisitions during the year ended September 30, 2017 for a total consideration of $5.6 million and $164.4 million, respectively. The business combinations did not meet the quantitative thresholds to require separate disclosures based on the Company’s consolidated net assets, investments and net income. The acquisitions were accounted for under the purchase method of accounting. As such, the purchase considerations were 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.In connection therewith, 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 that 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 18, Commitments and Contingencies, including legal matters related to former URS affiliates.

Amortization of intangible assets relating to URS, included in cost of revenue, was $68.4 million and $83.6 million during the twelve months ended September 30, 2018 and 2017, respectively. Additionally, included in equity in earnings of joint ventures and noncontrolling interests was intangible amortization expense of $7.1 million and $(8.5) million, respectively, during the twelve months ended September 30, 2018 and $9.4 million and $(8.5) million, respectively, during the twelve months ended September 30, 2017 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. This margin fair value liability was $20.6 million at September 30, 2018 and $8.6 million at September 30, 2017, and is recognized as revenue on a percentage-of-completion basis as the applicable projects progress. Income from operations related to the margin fair value liability recognized during the twelve months ended September 30, 2018 and 2017 was $21.1 million and $6.3 million, respectively.

Acquisition and integration expenses, relating to business acquisitions, in the accompanying consolidated statements of operations are comprised of the following (in millions):

 

 

 

 

 

 

 

Fiscal Year Ended

 

    

Sept 30, 2017

Severance and personnel costs

 

$

32.0

Professional services, real estate-related, and other expenses

 

 

6.7

Total

 

$

38.7

 

Included in severance and personnel costs for the twelve months ended September 30, 2017 was $9.8 million of severance expense, which was substantially all paid as of September 30, 2018. All acquisition and integration expenses are classified within the Corporate segment, as presented in Note 19. Acquisition and integration expenses associated with the URS acquisition are complete.

In the second quarter of fiscal 2018, management approved a plan to sell non-core oil and gas assets in North America, included in the Company’s Construction Services segment (the Disposal Group). The Company classified the related assets and liabilities of the Disposal Group as held for sale in the consolidated balance sheet. In the third quarter of fiscal 2018, the Company sold a portion of the assets in the Disposal Group and recognized a $2.1 million loss on disposal. The remaining unsold portion of the Disposal Group remains classified as held for sale. The Company recorded losses related to the remeasurement of the Disposal Group based on estimated fair value less costs to sell resulting in total asset impairments of $168.2 million, recorded in Impairment of assets held for sale, including goodwill. Fair value was estimated using Level 3 inputs, such as forecasted cash flows, and Level 2 inputs, including bid prices from potential buyers. In connection with the classification of the Disposal Group as held for sale, the Company tested the amount of goodwill and other intangible assets allocated to the Disposal Group for impairment. The Company recorded an impairment of goodwill during the year ended September 30, 2018 of $125.4 million and an impairment of intangible and other noncurrent assets of $42.8 million. As of September 30, 2018, current assets held for sale were primarily comprised of accounts receivable of $44.5 million and property, plant and equipment of $14.9 million. As of September 30, 2018, current liabilities held for sale were primarily comprised of accounts payable of $22.3 million. The Company expects to complete the sale of the remaining Disposal Group assets within the next twelve months.

Loss on disposal activities of $42.6 million in the accompanying statements of operations for the twelve months ended September 30, 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 at the date of disposal.

The changes in the carrying value of goodwill by reportable segment for the fiscal years ended September 30, 2018 and 2017 were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2018

 

 

 

 

Measurement

 

 

 

Foreign

 

 

 

 

September 30,

 

Period

 

 

 

Exchange

 

September 30,

 

    

2017

    

Adjustment

    

Impairment

    

Impact

    

2018

 

 

(in millions)

Design and Consulting Services

 

$

3,218.9

 

$

 —

 

$

 —

 

$

(29.7)

 

$

3,189.2

Construction Services

 

 

1,049.9

 

 

91.0

 

 

(125.4)

 

 

(6.6)

 

 

1,008.9

Management Services

 

 

1,724.1

 

 

 —

 

 

 —

 

 

(1.1)

 

 

1,723.0

Total

 

$

5,992.9

 

$

91.0

 

$

(125.4)

 

$

(37.4)

 

$

5,921.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2017

 

 

 

 

 

 

 

 

 

 

 

Foreign

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

Exchange

 

September 30,

 

    

2016

    

Acquisition

    

Disposed

    

Impact

    

2017

 

 

(in millions)

Design and Consulting Services

 

$

3,198.2

 

$

3.8

 

$

(1.8)

 

$

18.7

 

$

3,218.9

Construction Services

 

 

915.2

 

 

123.3

 

 

 —

 

 

11.4

 

 

1,049.9

Management Services

 

 

1,710.4

 

 

 —

 

 

 —

 

 

13.7

 

 

1,724.1

Total

 

$

5,823.8

 

$

127.1

 

$

(1.8)

 

$

43.8

 

$

5,992.9

 

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of September 30, 2018 and 2017, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2018

 

September 30, 2017

 

Amortization

 

 

Gross

 

Accumulated

 

Intangible

 

Gross

 

Accumulated

 

Intangible

 

Period

 

    

Amount

    

Amortization

    

Assets, Net

    

Amount

    

Amortization

    

Assets, Net

    

(years)

 

 

(in millions)

Backlog and customer relationships

 

$

1,285.1

 

$

(966.0)

 

$

319.1

 

$

1,283.6

 

$

(870.2)

 

$

413.4

 

1 - 11

Trademark / tradename

 

 

18.3

 

 

(17.5)

 

 

0.8

 

 

18.3

 

 

(16.6)

 

 

1.7

 

0.3 - 2

Total

 

$

1,303.4

 

$

(983.5)

 

$

319.9

 

$

1,301.9

 

$

(886.8)

 

$

415.1

 

 

 

Amortization expense of acquired intangible assets included within cost of revenue was $96.7 million, $102.7 million, and $202.4 million for the years ended September 30, 2018, 2017 and 2016, respectively. The following table presents estimated amortization expense of existing intangible assets for the succeeding years:

 

 

 

 

 

Fiscal Year

    

(in millions)

2019

 

$

83.7

2020

 

 

69.8

2021

 

 

56.8

2022

 

 

44.0

2023

 

 

39.5

Thereafter

 

 

26.1

Total

 

$

319.9