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Intangible Assets, Goodwill, Acquisitions and Divestitures
12 Months Ended
Sep. 30, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Intangible Assets, Goodwill, Acquisitions and Divestitures

8.

Intangible Assets, Goodwill, Acquisitions and Divestitures

 

Intangible Assets

Identifiable intangible assets consist of acquired customer contracts and relationships, trademarks and non-compete agreements. Amortization expense related to intangible assets was $55.8, $56.3 and $104.9 for the years ended September 30, 2020, September 30, 2019 and September 30, 2018, respectively. These assets are amortized over their estimated useful lives of which the reasonableness is continually evaluated by the Company.

Intangible assets as of September 30, 2020 and September 30, 2019 consisted of the following:

 

 

 

 

 

September 30, 2020

 

 

September 30, 2019

 

 

 

Useful

Life

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

Customer relationships

 

6-21 yrs.

 

$

666.3

 

 

$

(448.3

)

 

$

639.6

 

 

$

(393.3

)

Trademarks

 

4-12 yrs.

 

 

3.8

 

 

 

(2.0

)

 

 

4.8

 

 

 

(1.7

)

Non-compete agreements

 

5 yrs.

 

 

2.7

 

 

 

(1.2

)

 

 

2.7

 

 

 

(0.6

)

Total intangible assets

 

 

 

$

672.8

 

 

$

(451.5

)

 

$

647.1

 

 

$

(395.6

)

 

The weighted average amortization period for intangible assets is 17.5 years. Amortization expense is anticipated to be as follows in future years:

 

Fiscal Year Ended September 30,

 

 

 

 

2021

 

$

46.9

 

2022

 

 

40.5

 

2023

 

 

33.6

 

2024

 

 

26.8

 

2025

 

 

22.1

 

2026 and thereafter

 

 

51.4

 

 

 

$

221.3

 

 

Goodwill

 

The following is a summary of the goodwill activity for the periods ended September 30, 2019 and September 30, 2020:

 

 

 

Maintenance

Services

 

 

Development

Services

 

 

Total

 

Balance, September 30, 2018

 

$

1,572.4

 

 

$

194.4

 

 

$

1,766.8

 

Acquisitions

 

 

43.6

 

 

 

 

 

 

43.6

 

Balance, September 30, 2019

 

 

1,616.0

 

 

 

194.4

 

 

 

1,810.4

 

Acquisitions

 

 

64.4

 

 

 

 

 

 

64.4

 

Impairment Loss

 

 

 

 

 

(15.5

)

 

 

(15.5

)

Balance, September 30, 2020

 

$

1,680.4

 

 

$

178.9

 

 

$

1,859.3

 

 

The Company performed its annual goodwill impairment assessment as of July 1, 2020 utilizing a quantitative test approach as described in Note 2 “Summary of Significant Accounting Policies”. During the analysis it was identified that the BrightView Tree Company reporting unit’s carrying value exceeded its fair value, thus indicating an impairment. As a result of the analysis and in conjunction with the initiation and conclusion of the sale of the BrightView Tree Company reporting unit in the fourth quarter of fiscal 2020, an impairment loss of $15.5 was recognized within the Tree reporting unit which is reported within the Development Services operating segment. The goodwill impairment loss was recognized during the fourth quarter of fiscal 2020 and is included in Selling, general and administrative expense in the Consolidated Statements of Operations for the fiscal year ended September 30, 2020.  

   

Acquisitions

 

During the year ended September 30, 2020, the Company acquired, through a series of separate transactions, 100% of the operations of six unrelated Maintenance Services companies. The Company paid approximately $90.3 in 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 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 intangible assets, including customer relationships and non-compete agreements of $26.7. 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.

 

During the year ended September 30, 2019, the Company acquired, through a series of separate transactions, 100% of the operations of six unrelated Maintenance Services companies. The Company paid approximately $64.0 in 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 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 intangible assets, including customer relationships and non-compete agreements of $17.2. 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.

 

Divestitures

 

On September 30, 2020, the Company completed the sale of two of its fully owned subsidiaries in separate transactions. Total consideration received in the transactions was $32.3, which consisted of $29.3 in cash and, included in one of the transactions, a promissory note of $3.0. The combined pre-tax loss on sale of the transactions totaling $5.7 is included in Selling, general and administrative expense in the Consolidated Statements of Operations for the fiscal year ended September 30, 2020. Each of the Maintenance Services and Development Services operating segments include the operations of one of the divested entities, and their results of operations through the closing date are included in the Consolidated Statements of Operations for the fiscal years ended September 30, 2020, September 30, 2019, and September 30, 2018.