TTEK » Topics » 7. Mergers and Acquisitions

This excerpt taken from the TTEK 10-K filed Nov 27, 2007.

4. Mergers and Acquisitions

        In the fourth quarter of fiscal 2007, we acquired the net assets of three consulting and engineering firms, MEG, NEA and GEI for a total purchase price of $4.6 million. These acquisitions have been reported as part of our existing operating units within our resource management and infrastructure segments.

        In the third quarter of fiscal 2007, we acquired DGI which provides planning, development and construction services for wind energy programs, BRAC projects, and water and wastewater treatment and conveyance facilities to its broad-based clients. This acquisition enables us to provide a wider range of service to our current and prospective wind energy clients, as DGI offers complementary technical capabilities and customer relationships. The initial purchase price consisted of cash of approximately

74



$31.0 million. In addition, the former shareholders will receive, over a four-year period from the acquisition date, guaranteed deferred cash payments in the aggregate amount of $9.0 million and contingent earn-out payments up to an aggregate maximum of $12.0 million upon achievement of certain financial objectives. DGI has been reported as a separate operating unit in our resource management segment.

        In the second quarter of fiscal 2007, we acquired certain assets of VCL and VNL, mining consulting companies, and STE, a geotechnical engineering company. The purchase prices consisted of cash of $3.5 million, and with respect to VCL, other cash consideration payable over a four-year period from the acquisition date. These acquisitions, which have been reported as part of our existing operating units within our resource management segment, offer complementary technical expertise and enable us to enhance our service offerings and expand our geographical presence.

        In the second quarter of fiscal 2006, one of our infrastructure operating units acquired the net assets of two engineering companies for a combined purchase price of $1.8 million. The purchase price consisted of cash payments of $1.0 million and notes payable of $0.8 million.

        We accounted for the above acquisitions as purchases of a business. Accordingly, the purchase prices were allocated to the assets acquired and liabilities assumed based on their fair values. The purchase price allocations for the fiscal 2007 acquisitions are preliminary and subject to an adjustment based upon the final determination of the net assets acquired. These acquisitions did not have a material impact on our financial position, results of operations or cash flows and, as such, no pro forma results are presented.

        Subsequent Event.    In the first quarter of fiscal 2008, we acquired all of the outstanding shares of capital stock of ARD which provides applied research, planning, design and implementation services focused on a range of water, energy, environmental and institutional challenges. ARD manages large, complex international development projects for its clients, such as USAID, the United Nations and other government agencies. This acquisition represents a significant first step in our international expansion as it increases our professional workforce in new geographic areas and technical specialties around the world. The initial purchase price consisted of cash of $35.2 million, and is subject to adjustment based upon the final determination of the net assets acquired. ARD is part of our resource management segment.

This excerpt taken from the TTEK 10-Q filed May 13, 2005.

7.     Mergers and Acquisitions

        On March 5, 2004, the Company acquired 100% of the capital stock of Advanced Management Technology, Inc. (AMT), an engineering and program management firm that provides systems engineering, program management and information management services to federal government agencies. The purchase was valued at approximately $36.8 million, consisted of cash and is subject to a purchase price adjustment based upon certain contingent earn-out rights. These rights would allow the former shareholders to receive an aggregate maximum of $5.0 million upon AMT's achievement of certain operating profit objectives over a two-year period from the acquisition date. In December 2004, the Company and the former shareholders of AMT agreed to make an Internal Revenue Code Section 338(h)(10) election under which the stock purchase was treated as an asset purchase for tax purposes. The Company paid $6.0 million of additional purchase price to the former shareholders to offset their increased tax liability caused by this election. This payment, along with additional purchase

9



accounting adjustments of $0.1 million, increased goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date.

(in thousands)

   
 
Current assets   $ 2,046  
Property and equipment     175  
Goodwill     46,865  
Intangible and other     891  
Current liabilities     (13,193 )
   
 
  Net assets acquired   $ 36,784  
   
 

        The acquisition was accounted for as a purchase and, accordingly, the purchase price of the business acquired was allocated to the assets and liabilities acquired based upon their fair values. The excess of the cost of the acquisition over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill and is included in the accompanying condensed consolidated balance sheets. The results of AMT's operations have been included in the Company's financial statements from the date of acquisition.

        The Company may acquire other businesses that it believes are synergistic and will ultimately increase the Company's revenue and net income. These businesses may also perform work that is consistent with the Company's short-term and long-term strategic goals, provide critical mass with existing clients, and further expand the Company's lines of service. These factors may contribute to a purchase price that results in a recognition of goodwill.

        The table below presents summarized unaudited pro forma operating results reported for the period ended March 28, 2004 assuming that the Company had acquired AMT at the beginning of the period:

 
  Six Months Ended
(in thousands, except per share data)

  March 28,
2004
(Pro Forma)

Revenue   $ 706,815
Revenue, net of subcontractor costs     508,619
Income (loss) from operations     49,329
Net income (loss)     26,610

Earnings (loss) per share:

 

 

 
  Basic   $ 0.48
  Diluted   $ 0.46

Weighted average shares outstanding:

 

 

 
  Basic     55,695
  Diluted     57,430

10


This excerpt taken from the TTEK 10-K filed Jan 3, 2005.

4.     Mergers And Acquisitions

        On March 25, 2002, the Company acquired, through its wholly-owned subsidiary, The Thomas Group of Companies, Inc., 100% of the capital stock of Thomas Associates Architects, Engineers, Landscape Architects P.C. and America's Schoolhouse Consulting Services, Inc. (collectively, TGI), a provider of architectural, engineering and planning services for educational buildings and school systems primarily in the eastern region of the United States. The purchase was valued at approximately $20.1 million and consisted of cash and 392,126 shares of Company common stock.

        On March 29, 2002, the Company acquired 100% of the capital stock of Hartman & Associates, Inc. (HAI), a provider of engineering, construction management and consulting services in the southeastern region of the United States. The purchase was valued at approximately $10.8 million and consisted of cash.

        On June 28, 2002, the Company acquired 100% of the capital stock of Ardaman & Associates, Inc. (AAI), a provider of geotechnical, geophysical and hydrogeological consulting and engineering services in the southeastern region of the United States. The purchase was valued at approximately $21.9 million and consisted of cash.

        On March 7, 2003, the Company acquired through its wholly-owned subsidiary, FWI, certain assets and certain related liabilities of Foster Wheeler Environmental Corporation and Hartman Consulting Corporation, providers of engineering and program management services throughout the United States. The purchase was valued at approximately $68.1 million and consisted of cash. The following table

44



summarizes the estimated fair values, in thousands, of the assets acquired and liabilities assumed as of the date of acquisition.

Current assets   $ 53,816  
Property and equipment     6,400  
Goodwill     33,765  
Intangible and other     15,682  
Current liabilities     (41,548 )
   
 
  Net assets acquired   $ 68,115  
   
 

        On July 31, 2003, the Company acquired 100% of the capital stock of EMC, an engineering and program management firm which provides information technology and weapons test range and systems logistic support services. The purchase was valued at approximately $20.7 million, consisted of cash and is subject to a purchase price adjustment based upon certain contingent earn-out payments. The former shareholders of EMC have certain earn-out rights that would allow them to receive an aggregate maximum of $2.0 million upon EMC's achievement of certain operating profit objectives over a two-year period from the acquisition date. As of October 3, 2004, EMC achieved the first earn-out and the Company recognized $1.0 million payable to EMC's former shareholders and a corresponding increase to goodwill.

        On March 5, 2004, the Company acquired 100% of the capital stock of AMT, an engineering and program management firm that provides systems engineering, program management and information management services to federal government agencies. The purchase was valued at approximately $31.0 million, consisted of cash and is subject to contingent earn-out payments and other purchase price adjustment based upon the final determination of AMT's net asset value as of March 5, 2004. In addition, the former shareholders have certain earn-out rights that would allow them to receive an aggregate maximum of $5.0 million upon AMT's achievement of certain operating profit objectives over a two-year period from the acquisition date. The following table summarizes the estimated fair values, in thousands, of the assets acquired and liabilities assumed as of the date of acquisition.

Current assets   $ 2,316  
Property and equipment     175  
Goodwill     40,778  
Intangible and other     891  
Current liabilities     (13,206 )
   
 
  Net assets acquired   $ 30,954  
   
 

        All of the acquisitions above were accounted for as purchases and, accordingly, the purchase prices of the businesses acquired were allocated to the assets and liabilities acquired based upon their fair values. The excess of the purchase cost of the acquisitions over the fair value of the net tangible and identifiable intangible assets acquired was recorded as goodwill and is included in goodwill in the accompanying consolidated balance sheets. The results of operations of each of the companies acquired have been included in the Company's financial statements from the dates of acquisition. The Company may acquire other businesses that it believes are synergistic and will ultimately increase the Company's revenue and net income. These businesses may also perform work that is consistent with the Company's short-term and long-term strategic goals, provide critical mass with existing clients, and further expand the Company's lines of service. These factors may contribute to a purchase price that results in a recognition of goodwill.

45



        The table below presents summarized unaudited pro forma operating results assuming that the Company had acquired FWI, EMC and AMT at the beginning of the fiscal years presented:

 
  Fiscal Year Ended
 
 
  October 3,
2004
(unaudited)

  September 28,
2003
(unaudited)

 
 
  (in thousands, except per share data)

 
Revenue   $ 1,475,875   $ 1,405,840  
Revenue, net of subcontractor costs     1,035,011     1,014,199  
Income from operations     51,606     108,381  
Income before cumulative effect of accounting change     24,384     58,331  
Cumulative effect of accounting change         (114,669 )
Net income (loss)     24,384     (56,338 )

Earnings per share before cumulative effect of accounting change:

 

 

 

 

 

 

 
  Basic   $ 0.44   $ 1.07  
  Diluted   $ 0.43   $ 1.05  

Earnings (loss) per share:

 

 

 

 

 

 

 
  Basic   $ 0.44   $ (1.03 )
  Diluted   $ 0.43   $ (1.01 )

Weighted average shares outstanding:

 

 

 

 

 

 

 
  Basic     55,969     54,766  
  Diluted     57,288     55,782  

"7. Mergers and Acquisitions" elsewhere:

Aecom Technology (ACM)
Wikinvest © 2006, 2007, 2008, 2009, 2010, 2011, 2012. Use of this site is subject to express Terms of Service, Privacy Policy, and Disclaimer. By continuing past this page, you agree to abide by these terms. Any information provided by Wikinvest, including but not limited to company data, competitors, business analysis, market share, sales revenues and other operating metrics, earnings call analysis, conference call transcripts, industry information, or price targets should not be construed as research, trading tips or recommendations, or investment advice and is provided with no warrants as to its accuracy. Stock market data, including US and International equity symbols, stock quotes, share prices, earnings ratios, and other fundamental data is provided by data partners. Stock market quotes delayed at least 15 minutes for NASDAQ, 20 mins for NYSE and AMEX. Market data by Xignite. See data providers for more details. Company names, products, services and branding cited herein may be trademarks or registered trademarks of their respective owners. The use of trademarks or service marks of another is not a representation that the other is affiliated with, sponsors, is sponsored by, endorses, or is endorsed by Wikinvest.
Powered by MediaWiki