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Acquisition | 12 Months Ended
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Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract] |
Acquisition | Acquisition Powerline Plus Ltd On January 4, 2022, the Company acquired all issued and outstanding shares of capital stock of Powerline Plus Ltd. and its affiliate PLP Redimix Ltd. (collectively, the “Powerline Plus Companies"), a full-service electrical distribution construction company based in Toronto, Ontario. Cash consideration paid, funded through a combination of cash on hand and borrowings under the Facility (as defined below), including $0.1 million of net asset and other adjustments, was $110.7 million, net of cash acquired. The Company finalized the purchase price accounting relating to the acquisition of the Powerline Plus Companies during the year ended December 31, 2022. Additionally, the acquisition includes contingent earn-out consideration that may be payable if the Powerline Plus Companies achieve certain performance targets over a three-year post-acquisition period. As of the acquisition date, the fair value of the contingent earn-out consideration was $0.9 million. As of December 31, 2023 and 2022, the fair value of the contingent earn-out consideration was zero and $0.2 million, respectively. The future payout of the contingent earn-out consideration, if any, is unlimited and could be significantly higher than the acquisition date fair value. If the minimum thresholds of the performance targets are achieved the contingent earn-out consideration payment will be approximately $17.0 million. Changes in contingent earn-out consideration, subsequent to the acquisition, of approximately $0.2 million and $0.7 million were recorded in other income, for the year ended December 31, 2023 and 2022, respectively. The results of the Powerline Plus Companies are included in the Company’s consolidated financial statements beginning on the transaction date. The purchase agreement also includes contingent consideration provisions for down-side margin guarantee adjustments based upon certain contract performance subsequent to the acquisition. The contracts were valued at fair value at the acquisition date, causing no margin guarantee estimate or adjustments for fair value. Unfavorable changes in contract estimates, such as modified costs to complete or change order recognition, will result in changes to these margin guarantee estimates. No changes in margin guarantee adjustments on contracts, subsequent to the acquisition, have been recorded for the year ended December 31, 2023 and 2022. Future margin guarantee adjustments, if any, will be recognized in other income in 2024. The following table summarizes the allocation of the opening balance sheet as of the date of the Powerline Plus Companies acquisition:
(in thousands) |  | January 4, 2022 acquisition date (initial estimates) |  | Measurement Period Adjustments |  | Final Acquisition Allocation
Cash paid |  | $ | 114,429 |  |  | $ | — |  |  | $ | 114,429 |
Contingent consideration - fair value at acquisition date |  | 10,608 |  |  | (9,743) |  |  | 865 |
Net asset and other adjustments |  | 563 |  |  | (479) |  |  | 84 |
Total consideration, net of estimated net asset adjustments |  | 125,600 |  |  | (10,222) |  |  | 115,378 |
Less: Acquired cash |  | (3,853) |  |  | — |  |  | (3,853) |
Total consideration less cash acquired, net of net asset and other adjustments |  | $ | 121,747 |  |  | $ | (10,222) |  |  | $ | 111,525 |
Cash and cash equivalents |  | $ | 3,853 |  |  | $ | — |  |  | $ | 3,853 |
Accounts receivable |  | 12,131 |  |  | (52) |  |  | 12,079 |
Contract assets |  | 12,443 |  |  | 148 |  |  | 12,591 |
Refundable income taxes |  | 394 |  |  | 482 |  |  | 876 |
Prepaid expenses and other current assets |  | 1,233 |  |  | (121) |  |  | 1,112 |
Property and equipment |  | 10,366 |  |  | 1,577 |  |  | 11,943 |
Operating lease right-of-use assets |  | 6,631 |  |  | (511) |  |  | 6,120 |
Intangible assets |  | — |  |  | 50,246 |  |  | 50,246 |
Accounts payable |  | (8,095) |  |  | (466) |  |  | (8,561) |
Contract liabilities |  | (1,597) |  |  | (95) |  |  | (1,692) |
Current portion of operating lease obligations |  | (1,224) |  |  | — |  |  | (1,224) |
Current portion of finance lease obligations |  | (1,492) |  |  | — |  |  | (1,492) |
Deferred income tax liabilities |  | (1,358) |  |  | (13,991) |  |  | (15,349) |
Operating lease obligations, net of current maturities |  | (4,897) |  |  | — |  |  | (4,897) |
Finance lease obligations, net of current maturities |  | (3,243) |  |  | — |  |  | (3,243) |
Net identifiable assets and liabilities |  | 25,145 |  |  | 37,217 |  |  | 62,362 |
Unallocated intangible assets |  | 56,650 |  |  | (56,650) |  |  | — |
Total acquired assets and liabilities |  | 81,795 |  |  | (19,433) |  |  | 62,362 |
Goodwill |  | $ | 43,805 |  |  | $ | 9,211 |  |  | $ | 53,016 |
The following table summarizes the estimated fair values of identifiable intangible assets and the related weighted average amortization periods as of the acquisition date of the Powerline Plus Companies.
|  | Estimated Fair Value at Acquisition Date |  | Weighted Average Amortization Period at Acquisition Date
|  | (in thousands) |  | (in years)
Amortizable Intangible Assets |  |  |  |
Customer relationships |  | $ | 39,757 |  |  | 15.0
Backlog |  | 4,007 |  |  | 1.0
Below market lease |  | 511 |  |  | 5.0
Total amortizable intangible assets |  | $ | 44,275 |  |  | 14.9
Indefinite-lived Intangible Assets |  |  |  |
Trade names |  | 5,971 |  |  | Indefinite
Total intangible assets |  | $ | 50,246 |  |  |
The acquisition date fair values of intangible assets were determined using the income approach, which discounts the projected future cash flows using a discount rate that appropriately reflects the risks associated with the projected cash flows. Under the income approach, the acquisition date fair value of the customer relationships and backlog were estimated using a multi-period excess earnings valuation method and the acquisition date fair value of the trade names was estimated using a relief from royalty valuation method. The fair value of the acquired operating lease obligation and operating right of use asset was estimated by applying the income approach. The fair value of the operating lease obligation was determined by comparing the difference between the annual lease contract rent over the remaining contractual term to a market rate cash flow stream, discounted to the present value. The Company calculated the fair value of the operating right of use asset based on the fair values of the operating lease obligation adjusted for a below market lease positions. The contractual value of the acquired accounts receivable is equal to the fair market value.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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