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Intangible Assets, Goodwill and Acquisitions
6 Months Ended
Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Goodwill and Acquisitions

6. Intangible Assets, Goodwill and Acquisitions

Intangible Assets

Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $11.0 and $12.0 for the three months ended March 31, 2023 and 2022, respectively. Amortization expense related to intangible assets was $22.9 and $25.5 for the six months ended March 31, 2023 and 2022, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company. The weighted average amortization periods of intangible assets acquired during the six months ended March 31, 2023 and 2022 were seven years.

Intangible assets as of March 31, 2023 and September 30, 2022 consisted of the following:

 

 

 

 

 

March 31, 2023

 

 

September 30, 2022

 

 

 

Estimated
Useful Life

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

Customer relationships

 

6-21 yrs.

 

$

725.5

 

 

$

(572.9

)

 

$

723.1

 

 

$

(550.5

)

Trademarks

 

12 yrs.

 

 

3.8

 

 

 

(2.8

)

 

 

3.8

 

 

 

(2.6

)

Non-compete agreements

 

5 yrs.

 

 

2.7

 

 

 

(2.5

)

 

 

2.7

 

 

 

(2.2

)

Total intangible assets

 

 

 

$

732.0

 

 

$

(578.2

)

 

$

729.6

 

 

$

(555.3

)

 

Goodwill

The following is a summary of the goodwill activity for the periods ended September 30, 2022 and March 31, 2023:

 

 

 

Maintenance
Services

 

 

Development
Services

 

 

Total

 

Balance, September 30, 2021

 

$

1,758.0

 

 

$

192.8

 

 

$

1,950.8

 

Acquisitions (1)

 

 

34.7

 

 

 

23.3

 

 

 

58.0

 

Balance, September 30, 2022

 

$

1,792.7

 

 

$

216.1

 

 

$

2,008.8

 

Acquisitions (1)

 

 

12.0

 

 

 

2.6

 

 

 

14.6

 

Balance, March 31, 2023

 

$

1,804.7

 

 

$

218.7

 

 

$

2,023.4

 

(1)
The acquisitions adjustment includes the immaterial impact of foreign currency adjustments during the period.

Acquisitions

During the six months ended March 31, 2023, the Company acquired, through a series of separate transactions, 100% of the operations of three unrelated companies, all of which were allocated to Maintenance Services. The Company paid approximately $13.8 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The valuation process to determine fair values is not yet complete. The Company continues to refine the valuation data and estimates primarily related to unbilled revenue, property and equipment, intangible assets, net, accounts payable, accrued expenses and other current liabilities and deferred revenue and will finalize the amounts recognized as it obtains the information necessary to complete the analysis, but no later than one year from the acquisition date. The identifiable assets acquired were primarily customer relationship intangible assets of $4.0. The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce. The Company expects a portion of the goodwill resulting from these acquisitions will be deductible for tax purposes.

From each acquisition date through March 31, 2023, the amount of revenue of the companies acquired during the period included in our Consolidated Statement of Operations for the six months ended March 31, 2023, was $6.3.

During the six months ended March 31, 2022, the Company acquired, through a series of separate transactions, 100% of the operations of six unrelated companies, one of which was allocated between Maintenance Services and Development Services. The Company paid approximately $84.4 in aggregate consideration for the acquisitions, net of cash acquired. The Company accounted for the business combinations under the acquisition method and, accordingly, recorded the assets acquired and liabilities assumed at their estimated fair market values based on management’s preliminary estimates, with the excess allocated to goodwill. The purchase

accounting related to these acquisitions was finalized within one year from each acquisition date. As a result of the final purchase accounting, certain of the fair value amounts previously estimated were adjusted during the measurement period. These measurement period adjustments resulted from updated valuation reports and appraisals received from our external valuation specialists, as well as revisions to internal estimates. The measurement period adjustments were not material to the Consolidated Balance Sheets as of March 31, 2023 and September 30, 2022. The fair values were primarily estimated using Level 3 assumptions within the fair value hierarchy, including estimated future cash flows, discount rates and other factors. The identifiable assets acquired were primarily customer relationship intangible assets of $21.2. The amount allocated to goodwill is reflective of the benefits the Company expects to realize from anticipated synergies and the acquired assembled workforce. A portion of the goodwill resulting from these acquisitions is deductible for tax purposes.