Goodwill and Intangible Assets

3 Months Ended

Sep. 30, 2011

Goodwill and Intangible Assets Disclosure [Abstract]

As of September 30, 2011, the Company had $24,775 of goodwill, and the Company does not believe there were any events or changes in circumstances since the last goodwill assessment on April 29, 2011 that would indicate the fair value of goodwill was more-likely-than-not reduced to below its carrying value, and therefore goodwill was not assessed for impairment during the current fiscal quarter.

On September 3, 2011, the Company acquired 100% of the stock of privately-held The Payne Firm, Inc. (“Payne”), through a combination of cash and stock. Headquartered in Cincinnati, Ohio, Payne is an environmental consulting firm that specializes in providing a range of services to the legal and financial communities and industries ranging from manufacturing and health care to higher education. Payne is being integrated into the Company's business processes and systems as a part of the Company's Environmental operating segment. The initial purchase price of approximately $4,778 consisted of cash of $3,500 payable at closing, 61 shares of the Company's common stock valued at $266 (based on the closing price of the Company's common stock on the date of the transaction), future earnout consideration with an estimated fair value of $855, and an estimated net working capital adjustment of $157 payable within several months. Goodwill of $3,889, none of which is expected to be tax deductible, and other intangible assets of $803 were recorded as a result of this acquisition. The impact of this acquisition was not material to the Company's condensed consolidated balance sheets and results of operations.

The changes in the carrying amount of goodwill for the three months ended September 30, 2011 by operating segment are as follows:



	Gross									Gross
	Balance,		Accumulated			Balance,				Balance,		Accumulated			Balance,
	July 1,		Impairment			July 1,		Additions /		September 30,		Impairment			September 30,
Operating Segment	2011		Losses			2011		Adjustments		2011		Losses			2011
Energy	$	21,893	$	(14,506	)	$	7,387	$	—	$	21,893	$	(14,506	)	$	7,387
Environmental	31,364		(17,865		)	13,499		3,889		35,253		(17,865		)	17,388
Infrastructure	7,224		(7,224		)	—		—		7,224		(7,224		)	—
	$	60,481	$	(39,595	)	$	20,886	$	3,889	$	64,370	$	(39,595	)	$	24,775

There were no changes in the carrying amount of goodwill for the three months ended September 24, 2010. The amounts by operating segment as of September 24, 2010 were as follows:



	Gross									Gross
	Balance,		Accumulated			Balance,				Balance,		Accumulated			Balance,
	July 1,		Impairment			July 1,		Additions /		September 24,		Impairment			September 24,
Operating Segment	2010		Losses			2010		Adjustments		2010		Losses			2010
Energy	$	20,050	$	(14,506	)	$	5,544	$	—	$	20,050	$	(14,506	)	$	5,544
Environmental	27,191		(17,865		)	9,326		—		27,191		(17,865		)	9,326
Infrastructure	7,224		(7,224		)	—		—		7,224		(7,224		)	—
	$	54,465	$	(39,595	)	$	14,870	$	—	$	54,465	$	(39,595	)	$	14,870

Identifiable intangible assets as of September 30, 2011 and June 30, 2011 are included in other assets on the condensed consolidated balance sheets and were comprised of:



	September 30, 2011							June 30, 2011
	Gross					Net		Gross					Net
	Carrying		Accumulated			Carrying		Carrying		Accumulated			Carrying
Identifiable intangible assets	Amount		Amortization			Amount		Amount		Amortization			Amount
With determinable lives:
Customer relationships	$	5,036	$	(195	)	$	4,841	$	4,275	$	(125	)	$	4,150
Contract backlog	243		(78		)	165		258		(55		)	203
	5,279		(273		)	5,006		4,533		(180		)	4,353
With indefinite lives:
Engineering licenses	426		—			426		426		—			426
	$	5,705	$	(273	)	$	5,432	$	4,959	$	(180	)	$	4,779

Identifiable intangible assets with determinable lives are amortized over the weighted-average period of approximately eight years. The weighted-average periods of amortization by intangible asset class is approximately seven years for client relationship assets and 1 year for contract backlog. The amortization of intangible assets during the three months ended September 30, 2011 and September 24, 2010 was $150 and $16, respectively. Estimated amortization of intangible assets for future periods is as follows: remainder of fiscal year 2012 - $527; fiscal year 2013 - $863; fiscal year 2014 - $1,077; fiscal year 2015 - $953; fiscal year 2016 - $713; fiscal 2017 and thereafter - $873.

On an annual basis, or more frequently if events or changes in circumstances indicate that the asset might be impaired, the fair value of the indefinite-lived intangible assets is evaluated by the Company to determine if an impairment charge is required. The fair value for intangible assets is based on discounted cash flows. There were no events or changes in circumstances that would indicate the fair value of intangible assets was reduced to below its carrying value during the three months ended September 30, 2011, and therefore intangible assets were not assessed for impairment.

- 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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