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Discontinued Operations, Goodwill and Intangible Assets

6 Months Ended

Mar. 31, 2025

Discontinued Operations, Goodwill, and Intangible Assets [Abstract]

Discontinued Operations, Goodwill and Intangible Assets

Discontinued Operations, Goodwill and Intangible Assets

In the first quarter of fiscal 2020, management approved a plan to dispose of via sale the Company’s self-perform at-risk construction businesses. These businesses include the Company’s civil infrastructure, power, and oil and gas construction businesses that were previously reported in the Company’s Construction Services segment. After consideration of the relevant facts, the Company concluded the assets and liabilities of its self-perform at-risk construction businesses met the criteria for classification as held for sale. The Company concluded the actual and proposed disposal activities represented a strategic shift that would have a major effect on the Company’s operations and financial results and qualified for presentation as discontinued operations in accordance with FASB ASC 205-20. Accordingly, the financial results of the self-perform at-risk construction businesses are presented in the Consolidated Statement of Operations as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses not sold as of the balance sheet date are presented in the Consolidated Balance Sheets as assets and liabilities held for sale for both periods presented.

The Company completed the sale of its power and oil and gas construction businesses in fiscal 2021 and fiscal 2022, respectively. The Company completed the sale of its civil infrastructure construction business to affiliates of Oroco Capital in the second quarter of fiscal 2021. In the second quarter of fiscal 2024, the Company recorded a $103.1 million loss related to a revised estimate of its contingent consideration receivable recognized in its civil infrastructure construction business.

During the third quarter of fiscal 2024, the Company resolved contingencies related to the sale of its civil infrastructure construction business and received equity in the counterparty, and the Company recorded a $12.7 million gain based on the fair value of the equity received. Concurrently, the Company participated as a member of a lending group in a revolving credit facility for the counterparty, committing to fund $30 million that matures in May 2029. At March 31, 2025, the counterparty had $7.8 million outstanding under the credit facility, and all cash flows were classified as other investing activities.

During the second quarter of fiscal 2025, the Company and its joint venture counterparty amended the joint venture agreement for a business classified as held for sale. In connection with the amendment and consistent with ASC 810, Consolidation, the Company reconsidered whether it remained the primary beneficiary under the variable interest model and concluded it was no longer the primary beneficiary. As such, the Company deconsolidated the joint venture as of the amendment date. The Company continues to present its retained noncontrolling interest as held for sale and equity in earnings from the joint venture are reported in net loss from discontinued operations. No gain or loss was recognized in the deconsolidation of the joint venture during the second quarter of fiscal 2025.

The following table represents summarized balance sheet information of assets and liabilities held for sale (in millions):

			March 31, 2025						September 30, 2024
Cash and cash equivalents			$	—					$	4.0
Receivables and contract assets			—						73.2
Current assets held for sale			$	—					$	77.2
Investment in unconsolidated joint venture			$	21.9					$	—
Property and equipment, net			—						16.7
Other			—						1.2
Write-down of assets to fair value less cost to sell			—						(17.9)
Non-current assets held for sale			$	21.9					$	—
Accounts payable and accrued expenses			$	—					$	35.6
Current liabilities held for sale			$	—					$	35.6

The following table represents summarized income statement information of discontinued operations (in millions):

			Three Months Ended												Six Months Ended
			March 31, 2025						March 31, 2024						March 31, 2025						March 31, 2024
Revenue			$	55.0					$	46.5					$	97.6					$	101.1
Cost of revenue			51.1						45.0						101.4						97.7
Gross profit (loss)			3.9						1.5						(3.8)						3.4
Equity in losses of joint ventures			(6.0)						(3.4)						(6.0)						(3.4)
Loss on disposal activities			(11.9)						(109.6)						(16.8)						(113.1)
Transaction costs			—						(0.2)						—						(0.2)
Loss from operations			(14.0)						(111.7)						(26.6)						(113.3)
Other expense			—						(0.5)						(0.4)						(1.1)
Loss before taxes			(14.0)						(112.2)						(27.0)						(114.4)
Income tax benefit			(3.7)						(2.8)						(7.1)						(3.7)
Net loss from discontinuing operations			$	(10.3)					$	(109.4)					$	(19.9)					$	(110.7)

The significant components included in our Consolidated Statement of Cash Flows for the discontinued operations are as follows (in millions):

			Three Months Ended												Six Months Ended
			March 31, 2025						March 31, 2024						March 31, 2025						March 31, 2024
Payments for capital expenditures			$	—					$	2.1					$	0.4					$	2.1
Noncash increase in noncurrent assets held for sale due to deconsolidation of a joint venture			41.6						—						41.6						—
Noncash decrease in noncontrolling interest due to deconsolidation of a joint venture			$	(13.8)					$	—					$	(13.8)					$	—

The changes in the carrying value of goodwill by reportable segment for the six months ended March 31, 2025 were as follows:

			September 30, 2024						Foreign Exchange Impact						Acquired						March 31, 2025
			(in millions)
Americas			$	2,625.7					$	(9.7)					$	—					$	2,616.0
International			854.5						(26.4)						—						828.1
Total			$	3,480.2					$	(36.1)					$	—					$	3,444.1

The gross amounts and accumulated amortization of the Company’s acquired identifiable intangible assets with finite useful lives as of March 31, 2025 and September 30, 2024, included in intangible assets—net, in the accompanying consolidated balance sheets, were as follows:

			March 31, 2025																		September 30, 2024
			Gross Amount						Accumulated Amortization						Intangible Assets, Net						Gross Amount						Accumulated Amortization						Intangible Assets, Net						Amortization Period
			(in millions)																																				(years)
Backlog and customer relationships			$	7.4					$	(1.8)					$	5.6					$	671.7					$	(664.8)					$	6.9					1 - 11

Amortization expense of acquired intangible assets included within cost of revenue was $1.5 million and $9.4 million for the six months ended March 31, 2025 and 2024, respectively. The following table presents estimated amortization expense of existing intangible assets for the remainder of fiscal 2025 and for the succeeding years:

Fiscal Year						(in millions)
2025 (six months remaining)						$	0.8
2026						1.5
2027						1.5
2028						1.5
2029						0.3
Total						$	5.6

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- References

No definition available.

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- Definition

The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 805
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/805/tableOfContent

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/205-20/tableOfContent

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