Summary of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 |
Summary of Business and Significant Accounting Policies | ' |
Summary of Business and Significant Accounting Policies | ' |
(1) Summary of Business and Significant Accounting Policies |
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Summary of Business |
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CH2M HILL Companies, Ltd. and subsidiaries (“We”, “Our”, “CH2M HILL” or the “Company”) is a project delivery firm founded in 1946. We are a large employee-controlled professional engineering services firm providing engineering, construction, consulting, design, design-build, procurement, engineering-procurement-construction (“EPC”), operations and maintenance, program management and technical services to United States federal, state, municipal and local government agencies, foreign national governments, and private industry and utilities, around the world. A substantial portion of our revenues are derived from projects that are funded directly or indirectly by government entities. |
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Basis of Presentation |
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The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and according to instructions to Form 10-Q and the provisions of Article 10 of Regulation S-X that are applicable to interim financial statements. Accordingly, these statements do not include all of the information required by GAAP or the Securities and Exchange Commission (“SEC”) rules and regulations for annual audited financial statements. The preparation of financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and assumptions have been prepared on the basis of the most current and best available information. Actual results could differ from those estimates. |
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In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with our consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013. |
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Revenue Recognition |
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We earn revenue from different types of services performed under various types of contracts, including cost-plus, fixed-price and time-and-materials. We evaluate contractual arrangements to determine how to recognize revenue. We primarily perform engineering and construction related services and recognize revenue for these contracts on the percentage-of-completion method where progress towards completion is measured by relating the actual cost of work performed to date to the current estimated total cost of the respective contract. In making such estimates, judgments are required to evaluate potential variances in schedule, the cost of materials and labor, productivity, liability claims, contract disputes, and achievement of contract performance standards. We record the cumulative effect of changes in contract revenues and costs at completion in the period in which the changed estimates are determined to be reliably estimable. |
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Change orders are included in total estimated contract revenue when it is probable that the change order will result in an addition to contract value and when the change order can be estimated. Management evaluates when a change order is probable based upon its experience in negotiating change orders, the customer’s written approval of such changes or separate documentation of change order costs that are identifiable. Losses on construction and engineering contracts in process are recognized in their entirety when the loss becomes evident and the amount of loss can be reasonably estimated. |
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Performance incentive and award fee arrangements are included in total estimated contract revenue upon the achievement of some measure of contract performance in relation to agreed-upon targets. We adjust our project revenue estimate by the probable amounts of these performance incentives and award fee arrangements we expect to earn if we achieve the agreed-upon criteria. |
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We also perform operations and maintenance services. Revenue is recognized on operations and maintenance contracts on a straight-line basis over the life of the contract once we have an arrangement, service has begun, the price is fixed or determinable and collectability is reasonably assured. |
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Restructuring Related Costs |
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In September 2014, we announced the start of certain restructuring activities designed to achieve important business objectives, including reducing overhead costs, enhancing client service, improving efficiency, reducing risk, creating more opportunity for profitable growth, and providing more long-term value for our stockholders. These restructuring plans include such items as a voluntary retirement program, workforce reductions, facilities consolidations and evaluation of certain lines of business. The costs to be incurred under these activities are accounted for in accordance with ASC Topic 420, Exit or Disposal Cost Obligations. An exit activity includes but is not limited to a restructuring, such as a sale or termination of a line of business, the closure of business activities in a particular location, the relocation of business activities from one location to another, changes in management structure, and a fundamental reorganization that affects the nature and focus of operations. The Company recognizes a liability and the related expense for restructuring costs when the liability is incurred and can be measured. Restructuring accruals are based upon management estimates at the time they are recorded and can change depending upon changes in facts and circumstances subsequent to the date the original liability was recorded. Nonretirement postemployment benefits offered as special termination benefits to employees are accounted for in accordance with ASC Topic 712, Compensation-Nonretirement Postemployment Benefits. Voluntary early retirement programs fall under this category of benefits and are recognized as a liability and a loss when the employees accept the offer and the amount can be reasonably estimated. During the quarter ended September 30, 2014, we incurred $3.1 million for restructuring activities related primarily to severance costs for employees notified and terminated in the third quarter. These costs were included within general and administration expense on the consolidated statements of operations. As of September 30, 2014, there were no significant amounts accrued for restructuring activities as specific plans continue to be developed. However, during the fourth quarter of 2014, we expect that significant additional restructuring charges will be incurred related to our voluntary early retirement program, further involuntary workforce reductions and facilities consolidation activities. Overall, we expect to incur up to $120 million in pre-tax charges related to the restructuring activities. |
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Unbilled Revenue and Billings in Excess of Revenue |
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Unbilled revenue represents the excess of contract revenue recognized over billings to date on contracts in process. These amounts become billable according to the contract terms, which usually consider the passage of time, achievement of certain milestones or completion of the project. |
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Billings in excess of revenue represent the excess of billings to date, per the contract terms, over revenue recognized on contracts in process. A significant portion of our billings in excess balance relates to excess billings on design-build projects. These projects often require us to order significant project materials and equipment in advance and we request payment in advance from our clients to cover these costs. As the projects near completion and our suppliers complete the construction of these components and we complete the installation, the billings in excess balance declines. |
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Fair Value Measurements |
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Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Assets and liabilities are valued based upon observable and non-observable inputs. Valuations using Level 1 inputs are based on unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date. Level 2 inputs utilize significant other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly; and valuations using Level 3 inputs are based on significant unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. There were no significant transfers between levels during the period ended September 30, 2014 or September 30, 2013. |
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Available-for-Sale Securities |
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Available-for-sale securities are carried at fair value, with unrecognized gains and losses reported in accumulated other comprehensive income, net of taxes. Losses on available-for-sale securities are recognized when a loss is determined to be other than temporary or when realized. The fair value of available-for-sale securities is estimated using Level 1 inputs. On August 21, 2014, we sold our available-for-sale securities for $1.1 million, resulting in a realized gain of $0.3 million, net of tax. At the time of the sale, the available-for-sale securities had a fair value of $1.0 million, with $0.2 million of unrecognized gains in accumulated other comprehensive income and a related deferred tax liability of $0.1 million. |
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Goodwill |
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Goodwill represents the excess of costs over fair value of the assets of businesses we have acquired. Goodwill acquired in a purchase business combination is not amortized, but instead, is tested for impairment at least annually in accordance with the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, Intangibles-Goodwill and Other (“ASC 350”), as amended under Accounting Standards Update 2011-08 (“ASU 2011-08”). Upon the occurrence of certain triggering events, we are also required to test for impairment at dates other than the annual impairment testing date. In performing the annual impairment test, we evaluate our goodwill at the reporting unit level. Under the guidance of ASC 350, we have the option to assess either quantitative or qualitative factors to determine whether it is more likely than not that the fair values of our reporting units are less than their carrying amounts. If after assessing the totality of events or circumstances, we determine that it is not more likely than not that the fair values of our reporting units are less than their carrying amounts, then the next step of the impairment test is unnecessary. If we conclude otherwise, then we are required to test goodwill for impairment under the two-step process. The two-step process involves comparing the estimated fair value of each reporting unit to the unit’s carrying value, including goodwill. If the carrying value of a reporting unit does not exceed its fair value, the goodwill of the reporting unit is not considered impaired; therefore, the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, we would then perform a second step to measure the amount of goodwill impairment loss to be recorded. We determine the fair value of our reporting units using a combination of the income approach and the market approach. The income approach calculates the present value of future cash flows based on assumptions and estimates derived from a review of our expected revenue growth rates, profit margins, business plans, cost of capital and tax rates. Our market based valuation method estimates the fair value of our reporting units by the application of a multiple to our estimate of a cash flow metric for each business unit. See Note 7 for further discussion of impairment charges recorded as a result of goodwill impairment testing performed during this quarter. |
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Other Long-Lived Assets |
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We may acquire other intangible assets in business combinations. Intangible assets are stated at fair value as of the date they are acquired in a business combination. We amortize intangible assets with finite lives on a straight-line basis over their expected useful lives, currently up to ten years. For those intangible assets with no legal, regulatory, contractual or other factors that would reasonably limit the useful life of the intangible asset, management has determined that the life is indefinite and therefore, are not amortized. We test our intangible assets for impairment in the period in which a triggering event or change in circumstance indicates that the carrying amount of the intangible asset may not be recoverable. If the carrying out amount of the intangible asset exceeds the fair value, an impairment loss will be recognized in the amount of the excess. We determine the fair value of the intangible assets using a discounted cash flow approach. See Note 7 for further discussion of the results of our intangible impairment testing. |
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Derivative Instruments |
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We primarily enter into derivative financial instruments to mitigate exposures to changing foreign currency exchange rates. We are primarily subject to this risk on long term projects whereby the currency being paid by our client differs from the currency in which we incurred our costs, as well as, intercompany trade balances among our entities with differing currencies. We do not enter into derivative transactions for speculative or trading purposes. All derivatives are carried at fair value on the consolidated balance sheets in other receivables or other accrued liabilities, as applicable. The periodic change in the fair value of the derivative instruments is recognized in earnings. |
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Stockholders’ Equity |
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The changes in stockholders’ equity for the nine months ended September 30, 2014 are as follows (in thousands): |
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| | Shares | | Amount |
Stockholders’ equity, December 31, 2013 | | 28,782 | | $ | 642,584 |
Net loss attributable to CH2M HILL | | - | | | -125,884 |
Shares issued in connection with stock-based compensation and employee benefit plans | | 739 | | | 44,492 |
Shares issued in connection with purchase of TERA Environmental Consultants | | 170 | | | 10,831 |
Shares purchased and retired | | -1,918 | | | -128,277 |
Other comprehensive loss, net of tax | | - | | | -4,391 |
Loss attributable to noncontrolling interests | | - | | | -84,572 |
Net distributions to noncontrolling interests | | - | | | -1,469 |
Stockholders’ equity, September 30, 2014 | | 27,773 | | $ | 353,314 |
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Retirement and Tax-Deferred Savings Plan |
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The Retirement and Tax-Deferred Savings Plan is a retirement plan that includes a cash or deferred arrangement that is intended to qualify under Sections 401(a) and 401(k) of the Internal Revenue Code and provides benefits to eligible employees upon retirement. In September 2012, our Board of Directors approved the CH2M HILL Companies, Ltd. Amended and Restated 401(k) Plan which became effective January 1, 2013 (the “401(k) Plan”). The 401(k) Plan allows for matching contributions up to 6% of the employee’s base compensation, although some of our subsidiaries may have different limits on employer matching. The matching contributions may be made in cash and/or stock. Employer defined contributions will no longer be made under the 401(k) Plan. Expenses related to matching contributions made in common stock for the 401(k) Plan for the three and nine months ended September 30, 2014 were $13.3 million and $37.0 million, respectively, compared to $13.7 million and $25.1 million for the three and nine months ended September 30, 2013, respectively. |
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The 401(k) Plan is subject to routine audits by taxing jurisdictions and the Department of Labor. Consequently, the 401(k) Plan is under audit by the IRS for the 2010 plan year; however, we do not expect any material modification to the 401(k) Plan as a result of this audit. Additionally, the 401(k) Plan is under examination from the Department of Labor for the 2010 Plan year to present. The results of this examination are pending. |
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Recently Adopted Accounting Standards |
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In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. This ASU is a comprehensive new revenue recognition model that is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The ASU also requires additional quantitative and qualitative disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. This ASU is effective for our reporting periods beginning on January 1, 2017. Companies may use either a full retrospective or a modified retrospective approach to adopt this ASU. CH2M HILL is currently evaluating the impact of this ASU and the transition alternatives on its financial position and results of operations. |
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