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Acquisitions | 3 Months Ended
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Mar. 31, 2022
Acquisitions |
Acquisitions | Note 4—Acquisitions ​ Acquisition of Alberta Screw Piles, Ltd. ​ On March 1, 2022, we acquired ASP for a cash price of approximately $4.1 million. In addition, the sellers could receive a contingent earnout payment of up to $3.2 million based on achievement of certain operating targets over the one and two year periods ending March 1, 2023 and March 1, 2024, respectively. The estimated fair value of the contingent consideration on the acquisition date was $2.8 million. The preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date consisted of $3.1 million of fixed assets, $1.9 million of working capital, and $1.9 million of goodwill. The final determination of fair value for the assets acquired and liabilities assumed is subject to further change and will be completed as soon as possible, but no later than one year from the acquisition date. The preliminary estimates that are not yet finalized relate to property, plant and equipment, identifiable intangible assets, and working capital. We incorporated the operations of ASP into our Energy/Renewables segment. Goodwill associated with the ASP acquisition principally consists of the value of the assembled workforce. Based on the current Canadian tax treatment, goodwill is expected to be deductible at a rate of 5% per year. ​ Acquisition of Future Infrastructure Holdings, LLC. ​ On January 15, 2021, we acquired Future Infrastructure Holdings, LLC (“FIH”) for approximately $604.7 million, net of cash acquired. FIH is a provider of non-discretionary maintenance, repair, upgrade, and installation services to the communication, regulated gas utility, and infrastructure markets. FIH furthers our strategic plan to expand our service lines, enter new markets, and grow our MSA revenue base. The transaction directly aligns with our strategy to grow in large, higher growth, higher margin markets, and expands our utility services capabilities. The total purchase price was funded through a combination of existing cash balances, borrowings under our term loan facility, and borrowings under our revolving credit facility. ​ During the fourth quarter of 2021, we finalized the estimate of fair values of the assets acquired and liabilities assumed of FIH. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the first quarter of 2021 primarily relate to a $6.5 million reduction in the purchase consideration for the final working capital true-up and a $4.0 million increase in the final valuation of intangible assets. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill decreased by approximately $7.2 million since the first quarter of 2021. Adjustments recorded to the estimated fair values of the assets acquired and liabilities assumed are recognized in the period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date. ​
​ | ​ | ​ | ​
Purchase consideration (in thousands) | ​ | ​ | ​
Total purchase consideration | ​ | $ | 615,249
Less cash acquired | ​ | ​ | (10,525)
Net cash paid | ​ | $ | 604,724
​
​ | ​ | ​ | ​
Identifiable assets acquired and liabilities assumed (in thousands) | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 10,525
Accounts receivable | ​ | ​ | 54,337
Contract assets | ​ | ​ | 32,343
Prepaid expenses and other current assets | ​ | ​ | 483
Property, plant and equipment | ​ | ​ | 56,128
Operating lease assets | ​ | ​ | 13,105
Intangible assets: | ​ |  | ​
Customer relationships | ​ | ​ | 122,000
Tradename | ​ | ​ | 4,400
Other long-term assets | ​ |  | 6,976
Accounts payable and accrued liabilities | ​ | ​ | (29,838)
Contract liabilities | ​ | ​ | (2,256)
Long-term debt (including current portion) | ​ | ​ | (959)
Noncurrent operating lease liabilities, net of current | ​ | ​ | (10,975)
Other long-term liabilities | ​ | ​ | (7,581)
Total identifiable net assets | ​ | ​ | 248,688
Goodwill | ​ | ​ | 366,561
Total purchase consideration | ​ | $ | 615,249
​ We incorporated the operations of FIH into our Utilities segment. Goodwill associated with the FIH acquisition principally consists of expected benefits from the expansion of our services into the communications market and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. Based on the current tax treatment, goodwill is expected to be deductible for income tax purposes over a 15-year period. ​ The intangible assets acquired with the FIH acquisition consisted of Customer relationships of $122.0 million and Tradenames of $4.4 million. The Customer relationships and Tradenames are being amortized over a weighted average useful life of 19 years and one year, respectively. ​ For the period from January 15, 2021, the acquisition date, to March 31, 2021, FIH contributed revenue of $60.7 million and gross profit of $9.8 million. ​ Acquisition related costs were $13.5 million for the three months ended March 31, 2021, and are included in “Transaction and related costs” on the Condensed Consolidated Statements of Operations. Such costs primarily consisted of professional fees paid to advisors and expense associated with the purchase of Primoris common stock by certain employees of FIH at a 15 percent discount. ​ Supplemental Unaudited Pro Forma Information for the three months ended March 31, 2021 ​ The following pro forma information for the three months ended March 31, 2021 presents our results of operations as if the acquisition of FIH had occurred at the beginning of 2020. The supplemental pro forma information has been adjusted to include: ​
| ● | the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment;
​
| ● | the pro forma impact of nonrecurring transaction and related costs directly attributable to the acquisition; and
​
| ● | the pro forma tax effect of both income before income taxes, and the pro forma adjustments, calculated using a tax rate of 29.0% for the three months ended March 31 2021.
​ The pro forma results are presented for illustrative purposes only and are not necessarily indicative of, or intended to represent, the results that would have been achieved had the FIH acquisition been completed on January 1, 2020. For example, the pro forma results do not reflect any operating efficiencies and associated cost savings that we might have achieved with respect to the acquisition (in thousands, except per share amounts): ​
​ | ​ | ​ | ​
​ | ​ | Three Months Ended March 31,
​ |  | 2021
​ | ​ | (unaudited)
Revenue | ​ | $ | 822,775
Income before provision for income taxes | ​ | ​ | 15,057
Net income | ​ | ​ | 10,693
​ | ​ | ​ | ​
Weighted average common shares outstanding: | ​ | ​ | ​
Basic | ​ |  | 49,665
Diluted | ​ |  | 50,194
​ | ​ | ​ | ​
Earnings per share: | ​ | ​ | ​
Basic | ​ | $ | 0.22
Diluted | ​ | ​ | 0.21
​

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