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Acquisition
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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, 2024 and 2023, the fair value of the contingent earn-out consideration was zero. The minimum thresholds of the performance targets were not achieved, and therefor no future payout of contingent earn-out consideration is necessary. Changes in contingent earn-out consideration, subsequent to the acquisition, of zero, $0.2 million and $0.7 million were recorded in other income, for the years ended December 31, 2024, 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 years ended December 31, 2024, 2023 and 2022. No margin guarantee adjustments will be recognized in other income in 2025.
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 date10,608 (9,743)865 
Net asset and other adjustments563 (479)84 
Total consideration, net of estimated net asset adjustments125,600 (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 receivable12,131 (52)12,079 
Contract assets12,443 148 12,591 
Refundable income taxes394 482 876 
Prepaid expenses and other current assets1,233 (121)1,112 
Property and equipment10,366 1,577 11,943 
Operating lease right-of-use assets6,631 (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 liabilities25,145 37,217 62,362 
Unallocated intangible assets56,650 (56,650)— 
Total acquired assets and liabilities81,795 (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 DateWeighted Average Amortization Period at Acquisition Date
(in thousands)(in years)
Amortizable Intangible Assets
Customer relationships$39,757 15.0
Backlog4,007 1.0
Below market lease511 5.0
Total amortizable intangible assets$44,275 14.9
Indefinite-lived Intangible Assets
Trade names5,971 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.