Goodwill and Intangible Assets

9 Months Ended

Sep. 30, 2014

Goodwill and Intangible Assets [Abstract]

(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 that suggest a material adverse change to the most recently concluded valuation. Intangible assets with finite lives are also tested for impairment whenever events or circumstances indicate that the carrying value may not be recoverable. The Company did not observe any changes in facts or circumstances during the three and nine months ended September 30, 2014 that would suggest a material decline in the value of goodwill and intangible assets as concluded in the fourth quarter of the year ended December 31, 2013.

During the first quarter of 2014, the Company completed a reorganization which resulted in the elimination of the Management Services reporting unit and reportable segment. The Management Services reporting unit formerly consisted of the following subsidiary companies: Black Construction and Perini Management Services. The reorganization was completed due to the unit no longer meeting the criteria set forth in FASB ASC Topic 280, “Segment Reporting”. The Company reallocated goodwill between its reorganized reporting units based on a relative fair value assessment in accordance with the guidance on segment reporting.

The following table presents the carrying amount of goodwill, and the effect of the reorganization, allocated to the Company’s reporting units as of September 30, 2014:



					Specialty		Management
	Civil		Building		Contractors		Services		Total
	(in thousands)

Gross Goodwill Balance	$	429,893	$	420,267	$	148,943	$	66,638	$	1,065,741
Accumulated Impairment		(55,740)		(409,765)		—		(22,480)		(487,985)
Balance at December 31, 2013	$	374,153	$	10,502	$	148,943	$	44,158	$	577,756
Goodwill redistribution in connection with reorganization		41,205		2,953		—		(44,158)		—
Goodwill recorded in connection with an acquisition		—		—		7,250		—		7,250
Balance at September 30, 2014	$	415,358	$	13,455	$	156,193	$	—	$	585,006

During the quarter ended September 30, 2013, the Company acquired a small fire protection systems contractor. During the quarter ended June 30, 2014, an adjustment was made to goodwill for this acquisition in the amount of $7.3 million. As this acquisition is immaterial, including adjustments, no pro forma disclosures are presented herein.

Intangible assets consist of the following:



	September 30, 2014								Weighted
					Accumulated				Average
			Accumulated		Impairment		Carrying		Amortization
	Cost		Amortization		Charge		Value		Period

	(in thousands)

Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)		74,350		(8,207)		(23,232)		42,911	20 years
Contractor license		6,000		—		(6,000)		—	Indefinite
Customer relationships		39,800		(15,278)		(16,645)		7,877	11.4 years
Construction contract backlog		73,706		(71,575)		—		2,131	3.6 years
Total	$	311,456	$	(95,060)	$	(113,067)	$	103,329



		December 31, 2013							Weighted
					Accumulated				Average
			Accumulated		Impairment		Carrying		Amortization
		Cost	Amortization		Charge		Value		Period

	(in thousands)

Trade names (non-amortizable)	$	117,600	$	—	$	(67,190)	$	50,410	Indefinite
Trade names (amortizable)		74,350		(6,341)		(23,232)		44,777	20 years
Contractor license		6,000		—		(6,000)		—	Indefinite
Customer relationships		39,800		(14,315)		(16,645)		8,840	11.4 years
Construction contract backlog		73,706		(63,993)		—		9,713	3.6 years
Total	$	311,456	$	(84,649)	$	(113,067)	$	113,740

Amortization expense for the three and nine months September 30, 2014 totaled $3.1 million and $10.4 million, respectively. As of September 30, 2014, amortization expense is estimated to be $3.1 million for the remainder of 2014, $3.7 million in 2015, $3.5 million in 2016, $3.5 million in 2017, $3.5 million in 2018 and $35.5 million thereafter.

- 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.

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