Goodwill and Intangible Assets

6 Months Ended

Apr. 02, 2017

4. Goodwill and Intangible Assets

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

	WEI		RME		Total
	(in thousands)

Balance at October 2, 2016	$	221,953	$	496,035	$	717,988
Goodwill additions	–		7,043		7,043
Goodwill adjustments	13,509		(12,739)		770
Foreign exchange impact	(1,451)		(2,588)		(4,039)

Balance at April 2, 2017	$	234,011	$	487,751	$	721,762

The goodwill addition of $7.0 million resulted from our acquisition of ELA. In the first quarter of fiscal 2017, we completed our purchase price allocations for Coffey and INDUS and recorded a net goodwill adjustment of $0.8 million, which resulted from an updated valuation of our purchase price allocation of net assets acquired in the Coffey 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 $316.4 million and $304.4 million at April 2, 2017 and October 2, 2016, respectively, excluding $82.4 million of accumulated impairment. The gross amounts of goodwill for RME were $521.0 million and $529.2 million at April 2, 2017 and October 2, 2016, respectively, excluding $33.2 million of accumulated impairment.

We perform our annual goodwill impairment review at the beginning of our fiscal fourth quarter. Our last review was performed at June 27, 2016 (i.e. the first day of our fourth quarter in fiscal 2016). 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.

Our fourth quarter 2016 goodwill impairment review indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill. Although we believe that our estimates of fair value for our reporting units are reasonable, if financial performance for our reporting units falls significantly below our expectations or market prices for similar businesses decline, the goodwill for our reporting units 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 our condensed consolidated balance sheets, were as follows:

	April 2, 2017					October 2, 2016
	Weighted- Average Remaining Life (in Years)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	($ in thousands)

Non-compete agreements	0.5	$	892	$	(879)	$	881	$	(840)
Client relations	2.9	111,643		(89,867)		112,367		(83,514)
Backlog	1.7	23,313		(11,659)		23,018		(7,536)
Technology and trade names	3.6	7,733		(3,863)		7,778		(3,192)

Total		$	143,581	$	(106,268)	$	144,044	$	(95,082)

Amortization expense for the three and six months ended April 2, 2017 was $5.9 million and $11.8 million, respectively, compared to $5.4 million and $9.8 million for the prior-year periods. Estimated amortization expense for the remainder of fiscal 2017 and succeeding years is as follows:

	Amount
	(in thousands)

2017	$	10,885
2018	14,390
2019	6,981
2020	2,759
2021	1,658
Beyond	640

Total	$	37,313

- 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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