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Acquisitions | 3 Months Ended
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Mar. 31, 2024
Acquisitions |
Acquisitions | 5. Acquisitions ​ Summit Industrial Construction, LLC Acquisition ​ On February 1, 2024, we acquired Summit Industrial Construction, LLC (“Summit”). Summit is headquartered in Houston, Texas and is a specialty industrial contractor offering engineering, design-assist and turnkey, direct hire construction services of systems serving the advanced technology, power, and industrial sectors. As a result of the acquisition, Summit is a wholly owned subsidiary of the Company reported in our mechanical segment. ​ The following summarizes the acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands): ​
​ | ​ | ​
Consideration transferred: | ​ | ​
Cash paid at closing | $ | 267,500
Working capital adjustment | ​ | 14,595
Notes issued to former owners | ​ | 35,000
Estimated fair value of contingent earn-out payments | ​ | 42,732
​ | $ | 359,827
Recognized amounts of identifiable assets acquired and liabilities assumed: | ​ | ​
Cash and cash equivalents | $ | 171,027
Billed and unbilled accounts receivable | ​ | 59,921
Prepaid expenses and other | ​ | 1,476
Cost and estimated earnings in excess of billings | ​ | 578
Property and equipment | ​ | 2,528
Lease right-of-use asset | ​ | 2,365
Goodwill | ​ | 155,220
Identifiable intangible assets | ​ | 170,100
Other noncurrent assets | ​ | 136
Accounts payable | ​ | (15,138)
Billings in excess of costs and estimated earnings and deferred revenue | ​ | (179,895)
Current operating lease liabilities | ​ | (1,495)
Accrued expenses and other current liabilities | ​ | (6,243)
Long-term operating lease liabilities | ​ | (753)
​ | $ | 359,827
​ The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change pending the completion of the final valuation of intangible assets and accrued liabilities. Goodwill represents the future economic benefits arising from other assets acquired that cannot be individually identified and separately recognized. The goodwill recognized as a result of the Summit acquisition is deductible for tax purposes. ​ In estimating the fair value of the acquired intangible assets, we utilized the valuation methodology determined to be the most appropriate for the individual intangible asset. In order to estimate the fair value of the backlog and customer relationships, we utilized an excess earnings methodology, which consisted of the projected cash flows attributable to these assets discounted to present value using a risk-adjusted discount rate that represented the required rate of return. The trade name value was determined based on the relief-from-royalty method, which applies a royalty rate to the revenue stream attributable to this asset, and the resulting royalty payment is tax effected and discounted to present value. Some of the more significant estimates and assumptions inherent in determining the fair value of the identifiable intangible assets are associated with forecasting cash flows and profitability, which represent Level 3 inputs. The primary assumptions used were generally based upon the present value of anticipated cash flows discounted at rates ranging from 18.5% to 20.5%. Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class. ​ The acquired intangible assets include the following (dollars in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Valuation Method | ​ | Estimated Useful Life | ​ | ​ | Estimated Fair Value
Backlog | ​ | Excess earnings | ​ | 1.8 years | ​ | $ | 35,800
Trade Name | ​ | Relief-from-royalty | ​ | 22.9 years | ​ | ​ | 11,300
Customer Relationships | ​ | Excess earnings | ​ | 10 years | ​ | ​ | 123,000
Total | ​ | ​ | ​ | ​ | ​ | $ | 170,100
​ The contingent earn-out obligation is associated with the achievement of four earnings milestones over a 47-month period, and the range of each estimated milestone payment is $2.6 million to $20.5 million. We determined the initial fair value of the contingent earn-out obligation based on the Monte Carlo Simulation method, which represents a Level 3 measurement. Cash flows were discounted using discount rates ranging from 18.2% to 19.5%, which we believe is appropriate and representative of a market participant assumption. Subsequent to the acquisition date, the contingent earn-out obligation is remeasured at fair value each reporting period. Changes in the estimated fair value of the contingent payments subsequent to the acquisition date are recognized immediately in earnings. ​ J & S Mechanical Contractors, Inc. Acquisition ​ On February 1, 2024, we acquired all of the issued and outstanding shares of capital stock of J & S Mechanical Contractors, Inc. (“J&S”). J&S is headquartered in West Jordan, Utah, and provides mechanical construction services to commercial and industrial sectors, specializing in data center HVAC systems and hospital medical gas systems. As a result of the acquisition, J&S is a wholly owned subsidiary of the Company reported in our mechanical segment. ​ The following summarizes the acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands): ​
​ | ​ | ​
Consideration transferred: | ​ | ​
Cash paid at closing | $ | 100,000
Working capital adjustment | ​ | 1,531
Notes issued to former owners | ​ | 10,000
Estimated fair value of contingent earn-out payments | ​ | 9,052
​ | $ | 120,583
Recognized amounts of identifiable assets acquired and liabilities assumed: | ​ | ​
Cash and cash equivalents | $ | 14,802
Billed and unbilled accounts receivable | ​ | 38,411
Inventory | ​ | 230
Prepaid expenses and other | ​ | 326
Costs and estimated earnings in excess of billings | ​ | 728
Property and equipment | ​ | 2,674
Lease right-of-use asset | ​ | 4,552
Goodwill | ​ | 40,680
Identifiable intangible assets | ​ | 63,300
Other noncurrent assets | ​ | 10
Accounts payable | ​ | (20,612)
Billings in excess of costs and estimated earnings and deferred revenue | ​ | (19,188)
Current operating lease liabilities | ​ | (133)
Accrued expenses and other current liabilities | ​ | (826)
Long-term debt | ​ | (59)
Long-term operating lease liabilities | ​ | (4,312)
​ | $ | 120,583
​ The allocation of the purchase price to the assets acquired and liabilities assumed is preliminary and, therefore, subject to change pending the completion of the final valuation of intangible assets and accrued liabilities. Goodwill represents the future economic benefits arising from other assets acquired that cannot be individually identified and separately recognized. The goodwill recognized as a result of the J&S acquisition is deductible for tax purposes. ​ In estimating the fair value of the acquired intangible assets, we utilized the valuation methodology determined to be the most appropriate for the individual intangible asset. In order to estimate the fair value of the backlog and customer relationships, we utilized an excess earnings methodology, which consisted of the projected cash flows attributable to these assets discounted to present value using a risk-adjusted discount rate that represented the required rate of return. The trade name value was determined based on the relief-from-royalty method, which applies a royalty rate to the revenue stream attributable to this asset, and the resulting royalty payment is tax effected and discounted to present value. Some of the more significant estimates and assumptions inherent in determining the fair value of the identifiable intangible assets are associated with forecasting cash flows and profitability, which represent Level 3 inputs. The primary assumptions used were generally based upon the present value of anticipated cash flows discounted at rates ranging from 15.5% to 17.0%. Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class. ​ The acquired intangible assets include the following (dollars in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ |  | ​ |  | Estimated |  | Estimated
​ |  | Valuation Method |  | Useful Life |  | Fair Value
Backlog |  | Excess earnings |  | 1.8 years | ​ | $ | 12,900
Trade Name |  | Relief-from-royalty |  | 22 years | ​ |  | 10,600
Customer Relationships |  | Excess earnings |  | 9 years | ​ | ​ | 39,800
Total | ​ | ​ | ​ | ​ | ​ | $ | 63,300
​ The contingent earn-out obligation is associated with the achievement of three earnings milestones over a 35-month period, and the range of each estimated milestone payment is $1.1 million to $4.7 million. We determined the initial fair value of the contingent earn-out obligation based on the Monte Carlo Simulation method, which represents a Level 3 measurement. Cash flows were discounted using a range of discount rates ranging from 15.4% to 16.5%, which we believe is appropriate and representative of a market participant assumption. Subsequent to the acquisition date, the contingent earn-out obligation is remeasured at fair value each reporting period. Changes in the estimated fair value of the contingent payments subsequent to the acquisition date are recognized immediately in earnings. ​ Other Acquisitions ​ On October 2, 2023, we acquired all of the issued and outstanding shares of capital stock of DECCO, Inc. (“DECCO”), headquartered in Nashua, New Hampshire, for a total preliminary purchase price of $59.8 million, which included $48.8 million of cash paid on the closing date, $7.0 million in notes payable to the former owners, an earn-out that will be paid if certain financial targets are met after the acquisition date and a working capital adjustment. DECCO operates in the Northeastern United States and performs mechanical and plumbing services with specialties in piping systems, steam, power, biotechnical processes and conveying systems, in addition to turnkey tool and equipment installation, critical equipment handling services and associated maintenance and support services. As a result of the acquisition, DECCO is a wholly owned subsidiary of the Company reported in our mechanical segment. ​ On February 1, 2023, we acquired all of the issued and outstanding shares of capital stock of Eldeco, Inc. (“Eldeco”), headquartered in South Carolina, for a total purchase price of $74.0 million, which included $60.8 million of cash paid on the closing date, $8.0 million in notes payable to the former owners, an earn-out that will be paid if certain financial targets are met after the acquisition date and a working capital adjustment. Eldeco performs electrical design and construction services in the Southeastern region of the United States. As a result of the acquisition, Eldeco is a wholly owned subsidiary of the Company reported in our electrical segment. ​ The results of operations of acquisitions are included in our consolidated financial statements from their respective acquisition dates. Our Consolidated Balance Sheet includes preliminary allocations of the purchase price to the assets acquired and liabilities assumed for the applicable acquisitions pending the completion of the final valuation of intangible assets and accrued liabilities. The acquisitions completed in the current and prior year were not material, individually or in the aggregate. Additional contingent purchase price (“earn-out”) has been or will be paid if certain acquisitions achieve predetermined profitability targets. Such earn-outs, when they are not subject to the continued employment of the sellers, are estimated as of the purchase date and included as part of the consideration paid for the acquisition. If we have an earn-out under which continued employment is a condition to receipt of payment, then the earn-out is recorded as compensation expense over the period earned.

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