XML 54 R15.htm IDEA: XBRL DOCUMENT
v2.4.0.6

Goodwill and Intangible Assets | 6 Months Ended
--- | ---
Jun. 30, 2012
Goodwill and Intangible Assets [Abstract] |
Goodwill and Intangible Assets |
(6) | Goodwill and Intangible Assets
The Company tests goodwill and intangible assets with indefinite lives for impairment by applying a fair value test in the fourth quarter of each year and between annual tests if events occur or circumstances change which suggest that the goodwill or intangible assets should be evaluated. Intangible assets with finite lives are also tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. During the three months ended June 30, 2012, the Company experienced a sustained decrease in its stock price, causing its market capitalization to be substantially less than its carrying value and its implied control premium to increase beyond the implied control premium that was reconciled in its 2011 annual impairment analysis, and beyond the observable market comparable level. Additionally, deterioration in broader market conditions including recent stock market volatility, particularly in the construction industry, impacted the weighted average cost of capital rate assumptions used in deriving the fair values of the Company's reporting units, which are based primarily on market inputs. Finally, several of the Company's reporting units have experienced a degradation in the timing of projected cash flows used in deriving the fair values of those reporting units in its 2011 annual impairment analysis, caused by delays in the timing of the award and start of new work. Based on these circumstances and events, the Company has performed an interim goodwill and indefinite lived intangible asset impairment test as of June 30, 2012, and as a result, the Company recorded a goodwill impairment charge of $321.1 million and an indefinite lived intangible assets impairment charge of $16.4 million. The Company also evaluated its finite lived tangible and intangible assets due to the degradation in the timing of projected cash flows since the Company's 2011 impairment analysis and changes in the planned use of certain intangible assets, and this analysis resulted in a $39.1 million impairment charge on the Company's finite lived intangible assets. These non-cash charges do not impact the Company's overall business operations. The first step in the two-step process of the impairment analysis is to compare the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit exceeds its fair value, a second step must be followed to calculate the goodwill impairment. The second step involves determining the fair value of the individual assets and liabilities of the reporting unit and calculating the implied fair value of goodwill. To determine the fair value of the Company and each of its reporting units, the Company performs both an income-based valuation approach as well as a market-based valuation approach. The income-based valuation approach is based on the cash flows that the reporting unit expects to generate in the future and requires the Company to project revenues, operating expenses, working capital investment, capital spending and cash flows for the reporting unit in a discrete period, as well as to determine the weighted-average cost of capital to be used as a discount rate and a terminal value growth rate for the non-discrete period. The market-based valuation approach to estimate the fair value of the Company's reporting units utilizes industry multiples of revenues and operating earnings. The Company equally weights the fair values calculated under the income-based and market-based valuation approaches in arriving at the concluded fair values of its reporting units. Once the Company's total fair value was determined in the first step of its interim impairment analysis, the Company reconciled its fair value to its market capitalization and concluded that the implied control premium associated with the fair value estimate was reasonable based in part on current comparable market data. Impairment assessment inherently involves management judgments as to the assumptions used to project these amounts and the impact of market conditions on those assumptions. The key assumptions that the Company uses to estimate the fair value of its reporting units under the income-based approach are as follows:
| · | Weighted average cost of capital used to discount the projected cash flows;
| · | Cash flows generated from existing and new work awards; and
| · | Projected operating margins.
Weighted average cost of capital rates used to discount the projected cash flows are developed via the capital asset pricing model which is primarily based upon market inputs. The Company uses discount rates that management feels are an accurate reflection of the risks associated with the forecasted cash flows of its respective reporting units. Weighted-average cost of capital inputs ranged from 15-16.5% for the Company's reporting units. As discussed above, the weighted average cost of capital rates were impacted since the Company's 2011 annual impairment analysis by broader market conditions including the recent stock market volatility, particularly in the construction industry. To develop the cash flows generated from new work awards and future operating margins, the Company tracks prospective work for each of its reporting units primarily on a project-by-project basis as well as the estimated timing of when the work would be bid or prequalified, started and completed. The Company also gives consideration to its relationships with the prospective owners, the pool of competitors that are capable of performing large, complex work, changes in business strategy, and the Company's history of success in winning new work in each reporting unit. With regard to operating margins, the Company gives consideration to its historical reporting unit operating margins in the end markets that the prospective work opportunities are most significant, current market trends in recent new work procurement, and changes in business strategy. The Company also estimates the fair value of its reporting units under a market-based approach by applying industry-comparable multiples of revenues and operating earnings to its reporting units' projected performance. The conditions and prospects of companies in the construction industry depend on common factors such as overall demand for services. Changes in the Company's assumptions or estimates could materially affect the determination of the fair value of a reporting unit. Such changes in assumptions could be caused by:
| · | Terminations, suspensions, reductions in scope or delays in the start-up of the revenues and cash flows from backlog as well as the prospective work tracked;
| · | Reductions in available government, state and local agencies and non-residential private industry funding and spending;
| · | The Company's ability to effectively compete for new work and maintain and grow market penetration in the regions that the Company operates in;
| · | The Company's ability to successfully control costs, work schedule, and project delivery; or
| · | Broader market conditions, including stock market volatility in the construction industry and its impact on the weighted average cost of capital assumption.
With regard to the Company's reporting units, the carrying values of the Company's Building, Civil and Management Services reporting units were greater than the fair values, and as such, the Company performed the second step of the goodwill impairment test for these reporting units which resulted in goodwill impairments as detailed in the table below. The fair value of the Specialty Contractors reporting unit substantially exceeded its carrying value, and as such, it was not necessary to perform the second step of the goodwill impairment test for this reporting unit. The Company is currently in the process of finalizing several of the key assumptions used in its interim impairment analysis, and anticipates completion of this analysis in the third quarter of 2012. As the key assumptions are finalized, there may be a material adjustment to the impairment charges recorded on the Company's Consolidated Condensed Statement of Operations. In conducting the initial step of its goodwill evaluation, the Company also evaluated its finite lived tangible and intangible assets due to the degradation in the timing of projected cash flows since the Company's 2011 impairment analysis and changes in the planned use of certain intangible assets. The Company compared the fair value of the finite lived tangible and intangible assets to their carrying value and determined that the carrying value of a portion of these assets exceeded their fair value as determined by the income-based valuation approach and by benchmarking against observable market prices. This income-based valuation approach involves similar key assumptions to the goodwill impairment analysis discussed above, (e.g. projections of future cash flows associated with the Company's trade name, contractor license, customer relationship and contract backlog intangible assets that were recorded in previous acquisitions). This analysis resulted in an impairment charge of $39.1 million associated with its finite lived intangible assets. Changes in the carrying amount of goodwill during the six months ended June 30, 2012 are shown in the tables below (in thousands):
|  |  |  |  |  |  |  | Specialty |  |  | Management |  |  |  |
|  | Building |  |  | Civil |  |  | Contractors |  |  | Services |  |  | Total |
Gross Goodwill |  | $ | 420,267 |  |  | $ | 430,762 |  |  | $ | 141,833 |  |  | $ | 66,638 |  |  | $ | 1,059,500 |
Accumulated Impairment |  |  | (146,847 | ) |  |  | - |  |  |  | - |  |  |  | (20,051 | ) |  |  | (166,898 | )
Balance at December 31, 2011 |  |  | 273,420 |  |  |  | 430,762 |  |  |  | 141,833 |  |  |  | 46,587 |  |  |  | 892,602 |
Acquisition related adjustments |  |  | - |  |  |  | (869 | ) |  |  | - |  |  |  | - |  |  |  | (869 | )
Impairment charge |  |  | (262,918 | ) |  |  | (55,740 | ) |  |  | - |  |  |  | (2,429 | ) |  |  | (321,087 | )
Balance at June 30, 2012 |  | $ | 10,502 |  |  | $ | 374,153 |  |  | $ | 141,833 |  |  | $ | 44,158 |  |  | $ | 570,646 |
Intangible assets consist of the following (in thousands):
| June 30, 2012 |  |  | Weighted |
|  |  |  |  | Accumulated |  |  |  |  | Average |
|  |  | Accumulated |  | Impairment |  | Carrying |  |  | Amortization |
| Cost |  | Amortization |  | Charge |  | Value |  |  | Period |
Trade names (non-amortizable) |  | $ | 117,600 |  |  | $ | - |  |  | $ | (67,190 | ) |  | $ | 50,410 |  |  | Indefinite |
Trade names (amortizable) |  |  | 74,350 |  |  |  | (2,610 | ) |  |  | (23,232 | ) |  |  | 48,508 |  |  | 20 years |
Contractor license |  |  | 6,000 |  |  |  | - |  |  |  | (6,000 | ) |  |  | - |  |  | N/A |
Customer relationships |  |  | 39,800 |  |  |  | (12,387 | ) |  |  | (16,645 | ) |  |  | 10,768 |  |  | 11.4 years |
Construction contract backlog |  |  | 73,706 |  |  |  | (49,677 | ) |  |  | - |  |  |  | 24,029 |  |  | 2.9 years |
Total |  | $ | 311,456 |  |  | $ | (64,674 | ) |  | $ | (113,067 | ) |  | $ | 133,715 |  |  |  |  |
|  | December 31, 2011 |  |  | Weighted |
|  |  |  |  |  |  |  |  | Accumulated |  |  |  |  |  |  | Average |
|  |  |  |  | Accumulated |  | Impairment |  | Carrying |  |  | Amortization |
| Cost |  | Amortization |  | Charge |  | Value |  |  | Period |
Trade names (non-amortizable) |  | $ | 117,600 |  |  | $ | - |  |  | $ | (56,100 | ) |  | $ | 61,500 |  |  | Indefinite |
Trade names (amortizable) |  |  | 74,350 |  |  |  | (788 | ) |  |  | (800 | ) |  |  | 72,762 |  |  | 20 years |
Contractor license |  |  | 6,000 |  |  |  | - |  |  |  | (680 | ) |  |  | 5,320 |  |  | Indefinite |
Customer relationships |  |  | 39,800 |  |  |  | (10,585 | ) |  |  | - |  |  |  | 29,215 |  |  | 11.6 years |
Construction contract backlog |  |  | 71,140 |  |  |  | (41,938 | ) |  |  | - |  |  |  | 29,202 |  |  | 2.9 years |
Total |  | $ | 308,890 |  |  | $ | (53,311 | ) |  | $ | (57,580 | ) |  | $ | 197,999 |  |  |  |  |
Amortization expense for the three and six months ended June 30, 2012 was $6.3 million and $11.4 million, respectively. Amortization expense for the three and six months ended June 30, 2011 was $2.2 million and $3.9 million, respectively. As of June 30, 2012, amortization expense is estimated to be $6.9 million for the remainder of 2012, $13.1 million in 2013, $11.9 million in 2014, $5.3 million in 2015, $3.5 million in 2016 and $42.6 million thereafter.

X
- Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16373-109275 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16265-109275 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7658586&loc=d3e16323-109275 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 142 -Paragraph 42, 43, 44, 45, 46, 47 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13854-109267 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 350 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=14024403&loc=d3e13816-109267 + Details
Name: | us-gaap_GoodwillAndIntangibleAssetsDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration