Goodwill and Intangible Assets

6 Months Ended

Mar. 27, 2016

4.Goodwill and Intangible Assets

The following table summarizes the changes in the carrying value of goodwill:

	WEI		RME		Total
	(in thousands)

Balance at September 27, 2015	$	210,748	$	390,631	$	601,379
Goodwill additions	9,030		95,424		104,454
Goodwill adjustments	–		2,000		2,000
Foreign exchange impact	713		7,698		8,411

Balance at March 27, 2016	$	220,491	$	495,753	$	716,244

As a result of the Coffey and INDUS acquisitions in the second quarter of fiscal 2016, our goodwill increased $95.4 million and $9.0 million in the RME and WEI segments, respectively. The $2.0 million goodwill adjustment resulted from the final valuation of our purchase price allocation of net assets acquired in the CEG acquisition. Foreign exchange impact relates to our foreign subsidiaries with functional currencies that are different than our reporting currency. The gross amounts of goodwill for WEI were $302.9 million and $293.1 million at March 27, 2016 and September 27, 2015, respectively, excluding $82.4 million of accumulated impairment. The gross amounts of goodwill for RME were $529.0 million and $423.8 million at March 27, 2016 and September 27, 2015, respectively, excluding $33.2 million of accumulated impairment.

We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our most recent review was performed at June 29, 2015 (i.e. the first day of our fourth quarter in fiscal 2015). In addition, we regularly evaluate whether events and circumstances have occurred that may indicate a potential change in the recoverability of goodwill. We perform interim goodwill impairment reviews between our annual reviews if certain events and circumstances have occurred, such as a deterioration in general economic conditions; an increase in the competitive environment; a change in management, key personnel, strategy or customers; negative or declining cash flows; or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods.

We estimate the fair value of all reporting units with a goodwill balance based on a comparison and weighting of the income approach (weighted 70%), specifically the discounted cash flow method and the market approach (weighted 30%), which estimates the fair value of our reporting units based upon comparable market prices and recent transactions and also validates the reasonableness of the multiples from the income approach. The resulting fair value is most sensitive to the assumptions we use in our discounted cash flow analysis. The assumptions that have the most significant impact on the fair value calculation are the reporting unit’s revenue growth rate and operating profit margin, and the discount rate used to convert future estimated cash flows to a single present value amount.

In the fourth quarter of fiscal 2015, we determined that our Waste Management Group (“WMG”) reporting unit in our RME segment had an estimated fair value that exceeded its carrying value by less than 20%. In our discounted cash flow model for WMG, we assumed annual revenue growth rates of 3% to 5% based on historical trends in WMG and the solid waste industry, projections for future solid waste activity, and WMG’s backlog and prospects for new orders. We discounted the resulting cash flows at a rate of 11.0%. Our market based assessment resulted in a value approximating a 1.0 multiple of revenue for the 12 month period preceding the valuation date. The discounted cash flow value, combined on a weighted-average basis with the results of our market analysis, resulted in an estimated fair value for WMG of $103.5 million compared to our carrying value including goodwill of $93.9 million. No changes occurred during the first half of fiscal 2016 that would significantly change these amounts. As of March 27, 2016, the goodwill amount for WMG was $56.5 million.

Although we believe that our current estimate of fair value is reasonable, our analysis is primarily dependent on our future level of revenue from our solid waste clients. However, the extent of our future activity is uncertain. We currently anticipate that if WMG’s future revenue grows by less than 2.0%, or market prices for similar businesses decline by more than 10%, WMG’s goodwill could become impaired.

Additionally, if the yield on 20-year U.S. treasury bonds (our assumed risk-free rate of return) or the additional return investors require for alternate investments, including those similar to WMG, increases, we may be required to increase the discount rate used in our cash flow analysis. If all of our operating assumptions remain constant, but we are required to increase the discount rate in our cash flow model to 14.0% or higher, WMG’s goodwill could become impaired.

The gross amount and accumulated amortization of our acquired identifiable intangible assets with finite useful lives included in “Intangible assets - net” on the condensed consolidated balance sheets, were as follows:

	March 27, 2016						September 27, 2015
	Weighted- Average Remaining Life (in Years)	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
	($ in thousands)

Non-compete agreements	0.7	$	841	$	(701	)	$	819	$	(587	)
Client relations	3.5	118,344		(75,732		)	106,676		(67,726		)
Backlog	1.9	18,634		(3,429		)	2,115		(1,444		)
Technology and trade names	1.3	2,518		(2,242		)	2,506		(2,027		)

Total		$	140,337	$	(82,104	)	$	112,116	$	(71,784	)

As a result of the Coffey and INDUS acquisitions in the second quarter of fiscal 2016, our identifiable intangible assets increased $20.5 million and $5.7 million in the RME and WEI segments, respectively. Additionally, foreign currency translation adjustments increased our net identifiable intangible assets by $1.5 million in the first half of fiscal 2016. Amortization expense related to the identifiable intangible assets for the three and six months ended March 27, 2016 was $5.4 million and $9.8 million, respectively, compared to $4.8 million and $10.8 million for the prior-year periods. Estimated amortization expense for the remainder of fiscal 2016 and succeeding years is as follows:

	Amount
	(in thousands)

2016	$	12,618
2017	22,525
2018	11,863
2019	5,456
2020	4,285
Beyond	1,486

Total	$	58,233

- 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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