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Business Combinations
12 Months Ended
Jan. 03, 2020
Business Combinations [Abstract]  
Business Combinations BUSINESS COMBINATIONS
During fiscal 2019, 2018, and 2017, the Company acquired multiple businesses, all with cash consideration. The Consolidated Statements of Income include the operating results of the businesses from the dates of acquisition.
During fiscal 2019, the Company acquired four businesses, with total purchase consideration of $247.0 million. The acquisitions were not significant individually or in the aggregate. The largest acquisition was Azteca Systems LLC (dba "Cityworks"), a privately-held company that provides enterprise asset management (EAM) software for utilities and local government, based in Sandy, Utah. In the aggregate, the businesses acquired during fiscal 2019 collectively contributed less than 1% percent to the Company's total revenue during fiscal 2019.
During fiscal 2018, the Company acquired six businesses, with total purchase consideration of $1.8 billion, including the acquisitions of Waterfall Holdings, Inc., the holding company of Viewpoint, Inc. (“Viewpoint”), and e-Builder, Inc. ("e-Builder") having cash transactions valued at $1,212.1 million and $485.5 million, respectively. In the aggregate, the businesses acquired during fiscal 2018 contributed approximately 5% percent to the Company's total revenue during fiscal 2018.
During fiscal 2017, the Company acquired ten businesses, with total purchase consideration of $331.2 million. The largest acquisition was Müller-Elektronik, a privately held German company specializing in implement control and precision farming solutions. In the aggregate, the businesses acquired during fiscal 2017 contributed less than 2% percent to the Company's total revenue during fiscal 2017.
The Company determined the total consideration paid for each of its acquisitions as well as the fair value of the assets acquired and liabilities assumed as of the date of each acquisition. The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair value of intangible assets acquired is generally determined based on a discounted cash flow analysis. For the acquisitions in fiscal 2019, the preliminary fair values of net tangible assets and intangible assets acquired were based on preliminary valuations and estimates, and assumptions are subject to change within the measurement period (up to one year from the acquisition date).
Acquisition costs of $20.5 million, $38.9 million, and $7.4 million in fiscal 2019, 2018, and 2017, respectively, were expensed as incurred and are included in General and administrative expenses in the Consolidated Statements of Income.
The following table summarizes the Company’s business combinations completed during fiscal 2019, 2018, and 2017:

Fiscal Years
2019
 
2018
 
2017
(In millions)
 
 
 
 
 
Fair value of total purchase consideration
$
247.0

 
$
1,782.9

 
$
331.2

Less fair value of net assets acquired:
 
 
 
 
 
Net tangible assets acquired
6.7

 
5.0

 
29.7

Identified intangible assets
104.6

 
568.3

 
166.7

Deferred taxes
(3.4
)
 
(89.2
)
 
(5.8
)
Goodwill
$
139.1

 
$
1,298.8

 
$
140.6


Intangible Assets
The following table presents details of the Company’s total intangible assets:
 
 
 
At the End of Fiscal 2019
 
At the End of Fiscal 2018
(In millions)
Weighted-Average Useful Lives (in years)
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net  Carrying
Amount
 
Gross Carrying
Amount
 
Accumulated
Amortization
 
Net  Carrying
Amount
Developed product technology
6
$
1,266.7

 
$
(923.4
)
 
$
343.3

 
$
1,220.3

 
$
(825.3
)
 
$
395.0

Trade names and trademarks
5
74.8

 
(59.8
)
 
15.0

 
72.9

 
(53.3
)
 
19.6

Customer relationships
8
769.8

 
(465.6
)
 
304.2

 
715.1

 
(406.5
)
 
308.6

Distribution rights and other intellectual properties
6
79.7

 
(63.5
)
 
16.2

 
84.4

 
(63.3
)
 
21.1

 
 
$
2,191.0

 
$
(1,512.3
)
 
$
678.7

 
$
2,092.7

 
$
(1,348.4
)
 
$
744.3


The estimated future amortization expense of intangible assets at the end of fiscal 2019 is as follows (in millions):
 
2020
$
152.7

2021
131.6

2022
112.4

2023
98.8

2024
73.1

Thereafter
110.1

Total
$
678.7


Goodwill
The changes in the carrying amount of goodwill by segment for fiscal 2019 are as follows:
(In millions)
Buildings and Infrastructure
 
Geospatial
 
Resources and Utilities
 
Transportation
 
Total
At the end of fiscal 2018
$
1,970.2

 
$
403.1

 
$
305.7

 
$
861.0

 
$
3,540.0

Additions due to acquisitions
0.3

 

 
138.8

 

 
139.1

Purchase price and foreign currency translation adjustments
2.5

 
(1.6
)
 
0.9

 
(0.3
)
 
1.5

At the end of fiscal 2019
$
1,973.0

 
$
401.5

 
$
445.4

 
$
860.7

 
$
3,680.6


Viewpoint and e-Builder acquisitions
On February 2, 2018, the Company completed the acquisition of e-Builder in an all-cash transaction valued at $485.5 million. e-Builder is a SaaS-based construction program management solution for capital program owners and program management firms that provides an integrated project delivery solution for owners, program managers, and contractors across the design, construct, and operate life cycle.
On July 2, 2018, the Company acquired all of the outstanding shares of Viewpoint, in an all-cash transaction valued at $1,212.1 million.  Viewpoint is a provider of construction management software, which integrates a contractor’s financial and resource management to their project operations in the field. The integration across the office, team, and field workflows enable contractors to employ Viewpoint to effectively manage and gain visibility over data and workflows that span the construction life cycle from pre-production planning, to product operations and supply chain management, through project hand over and asset operation and maintenance.
Viewpoint and e-Builder’s results of operations since their respective acquisition dates have been included in the Company’s Consolidated Statements of Income since their respective acquisitions dates. Both Viewpoint and e-Builder's performance are reported under the Buildings and Infrastructure segment.
The two acquisitions were funded through the use of approximately $211.2 million of the Company’s existing cash, with the remainder funded through the issuance of senior notes and the Company’s 2018 Credit Facility.
The following table summarizes the consideration transferred to acquire Viewpoint and e-Builder, the assets acquired, and liabilities assumed, and the estimated useful lives of the identifiable intangible assets as of the date of the acquisition:
 
 
 
 
 
 
 
 
 
 
Viewpoint
 
 
 
e-Builder
 
 
 
(In millions)
 
 
 
 
 
 
 
 
Total purchase consideration
$
1,212.1

 
 
 
$
485.5

 
 
 
Net tangible assets (liabilities) acquired
(0.6
)
 
 
 
2.0

 
 
 
Intangible assets acquired:
 
 
Estimated Useful Life
 
 
 
Estimated Useful Life
 
Developed product technology
225.4

 
6 years
 
60.5

 
7 years
 
In-Process Research & Development
12.9

 
n/a
 

 
 
 
Order backlog

 
 
 
1.7

 
6 months
 
Customer relationships
158.6

 
10 years
 
42.4

 
10 years
 
Trade name
8.9

 
5 years
 
4.8

 
7 years
 
Favorable Lease
4.3

 
4 - 9 years
 

 
 
 
Subtotal
410.1

 
 
 
109.4

 
 
 
Deferred tax liability
(61.2
)
 
 
 
(18.2
)
 
 
 
Less fair value of all assets/liabilities acquired
348.3

 
 
 
93.2

 
 
 
Goodwill
$
863.8

 
 
 
$
392.3

 
 
 
 
 
 
 
 
 
 
 
 
Goodwill consisted of highly skilled and valuable assembled workforce, a proven ability to generate new products and services to drive future revenue, and a premium paid by the Company for synergies unique to its business. The Company recorded $863.8 million and $392.3 million of goodwill from Viewpoint and e-Builder acquisitions, respectively.