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Mergers and Acquisitions | 12 Months Ended
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Dec. 31, 2011
Mergers and Acquisitions [Abstract] |
Mergers and Acquisitions | [2] Mergers and Acquisitions (a) Information regarding acquisitions that are material in the aggregate Acquisition of Fisk Electric Company On January 3, 2011, the Company completed the acquisition of Fisk Electric Company (“Fisk”), a privately held electrical construction company based in Houston, Texas. Under the terms of the transaction, the Company acquired 100% of Fisk's stock for $105 million in cash paid at closing and additional contingent consideration fair valued as of the acquisition date at $4.2 million that may become payable under the terms of the agreement based upon Fisk's operating results over the next three years. The transaction was financed using proceeds from the offering of senior unsecured notes which was completed in October 2010 (see Note 5). Fisk covers many of the major commercial and industrial electrical construction markets in southwestern and southeastern United States locations with the ability to cover other attractive markets nationwide. Fisk's expertise in the design development of electrical and technology systems for major projects spans a broad variety of project types including: commercial office buildings, sports arenas, hospitals, research laboratories, hospitality and casinos, convention centers, and industrial facilities. Fisk had approximately $190 million of backlog as of the date of acquisition. Fisk was acquired because the Company believes that it is a strong strategic fit enabling the Company to expand its nationwide electrical construction capabilities and to realize significant synergies and opportunities in support of the Company's non-residential building and civil operations. The acquisition was effective as of January 1, 2011 for accounting purposes and, accordingly, Fisk's financial results are included in the Company's consolidated results of operations and financial position beginning January 1, 2011. Fisk's operating results were not material to the Company's consolidated results for the year ended December 31, 2011. Fisk's operating results are included in the Company's Specialty Contractors segment. See Note 13 for disclosure of the completion of the Company's 2011 reorganization and the formation of the Specialty Contractors reportable segment. Acquisition of Anderson Companies On April 1, 2011, the Company acquired 100% ownership of Anderson Companies (“Anderson”), the privately held parent company of Roy Anderson Corporation, Harrell Contracting Group, LLC and Brice Building Company, LLC. Under the terms of the transaction, the Company acquired 100% of Anderson's stock for $61.9 million in cash and additional contingent consideration fair valued as of the acquisition date at $5.5 million that may become payable under the terms of the agreement based upon Anderson's operating results over the next three years. The transaction was financed using proceeds from the offering of senior unsecured notes which was completed in October 2010 (see Note 5). Anderson provides general contracting, design-build, preconstruction, and construction management services to its public and private clients throughout the southeastern United States and has expertise in gaming, hospitality, commercial, government, health care, industrial and educational facilities. Headquartered in Gulfport, Mississippi, Anderson has offices in Birmingham, Alabama; Jackson, Mississippi; New Orleans, Louisiana; and Pensacola, Florida. Anderson had approximately $475 million of backlog as of the date of acquisition. Anderson was acquired because the Company believes that it is a strong strategic fit for the Company's building business and strengthens the Company's position in the southeastern United States. The acquisition was effective as of April 1, 2011 for accounting purposes and, accordingly, Anderson's financial results are included in the Company's consolidated results of operations and financial position beginning April 1, 2011. Anderson's operating results were not material to the Company's consolidated results for the year ended December 31, 2011. Anderson's operating results are included in the Company's Building segment. Acquisition of Frontier-Kemper Constructors, Inc. On June 1, 2011, the Company acquired 100% ownership of Frontier-Kemper Constructors, Inc. (“Frontier-Kemper”), a privately held Indiana-based corporation. Under the terms of the transaction, the Company acquired 100% of Frontier-Kemper's stock for a purchase price of approximately $61.7 million in cash. In addition, the Company assumed approximately $52 million of debt, of which approximately $35 million was paid off at closing. The transaction was financed using proceeds from the offering of senior unsecured notes which was completed in October 2010 (see Note 5). Headquartered in Evansville, Indiana, Frontier-Kemper builds tunnels for highways, railroads, subways, rapid transit systems as well as shafts and other facilities for water supply and wastewater transport. It also develops and equips mines with innovative hoisting, elevator and vertical conveyance systems for the mining industry. Frontier-Kemper had approximately $300 million of backlog as of the date of acquisition. Frontier-Kemper was acquired because the Company believes that it is a strong strategic fit for the Company's civil business, bolstering the Company's tunneling business in the United States and expanding the Company's geographic reach into Canada. The acquisition was effective as of June 1, 2011 for accounting purposes and, accordingly, Frontier-Kemper's financial results are included in the Company's consolidated results of operations and financial position beginning June 1, 2011. Frontier-Kemper's operating results were not material to the Company's consolidated results for the year ended December 31, 2011. Frontier-Kemper's operating results are included in the Company's Civil segment. Acquisition of Becho, Inc. On August 18, 2011, the Company acquired 100% ownership of Becho, Inc. (“Becho”), a privately held Utah-based corporation. Under the terms of the transaction, the Company acquired 100% of Becho's stock for contingent consideration that may become payable under the terms of the agreement based upon Becho's operating results and financial position over the next three years. Headquartered in Salt Lake City, Utah, Becho specializes in drilling, foundation, and excavation support for shoring, bridges, piers, roads and highway projects primarily in the southwestern United States. Becho had backlog of approximately $36 million as of the date of acquisition. Becho was acquired because the Company believes that it is a strong strategic fit for the Company's civil business, bolstering the Company's drilling capabilities in the southwestern United States. The acquisition was effective as of August 1, 2011 for accounting purposes and, accordingly, Becho's financial results are included in the Company's consolidated results of operations and financial position beginning August 1, 2011. Becho's operating results were not material to the Company's consolidated results for the year ended December 31, 2011. Becho's operating results are included in the Company's Civil segment. Aggregated Purchase Price Analysis The operating results generated by each of these acquired businesses were not material individually to the Company's consolidated results for the year ended December 31, 2011. However, on an aggregate basis, the operating results of these acquired businesses collectively did have a material impact on the Company's consolidated results for the year ended December 31, 2011. In accordance with the accounting guidance on business combinations, the following disclosures provide information on an aggregate basis with respect to these acquired businesses. The aggregate total purchase consideration related to the acquisitions consisted of the following:
|  | Amount |
(In thousands) |  |  |
Cash consideration |  | $ | 228,626 |
Fair value of contingent consideration at acquisition date |  |  | 9,700 |
Total purchase price consideration |  | $ | 238,326 |
The following table summarizes the aggregate estimates of the fair values of identifiable assets acquired and liabilities assumed in the acquisitions and the resulting goodwill as of the acquisition dates. The Company has completed the final allocation of the purchase price to the tangible and intangible assets for Fisk, Anderson and Frontier-Kemper. The Company has not yet completed the final fair value assessment of contingent consideration or the allocation of the purchase price to the tangible and intangible assets for Becho. Pending the outcome of further analysis, the preliminary purchase price allocation could change.
|  |  |  | Weighted Average
|  | Amount |  | Useful Life
(in thousands) |  |  |  |
Identifiable assets acquired and liabilities assumed: |  |  |  |
Cash and Cash Equivalents |  | $ | 105,672 |  |
Accounts Receivable |  |  | 197,556 |  |
Other Assets |  |  | 75,490 |  |
Property and Equipment |  |  | 54,129 |  |
Identifiable Intangible Assets: |  |  |  |  |
Customer relationships |  |  | 8,100 |  | 11 years
Contract backlog |  |  | 12,200 |  | 3 years
Trade name |  |  | 18,800 |  | 20 years
Goodwill |  |  | 79,195 |  |
Total assets acquired |  |  | 551,142 |  |
Current liabilities |  |  | 235,446 |  |
Deferred tax liabilities |  |  | 26,116 |  |
Long-term Liabilities |  |  | 51,207 |  |
Total liabilities assumed: |  |  | 312,769 |  |
Frontier-Kemper Bargain Purchase Gain: |  |  |  |  |
Other Income (Expense), net |  |  | 47 |  |
Total purchase price |  | $ | 238,326 |  |
Intangible Assets – Of the total purchase price, $39.1 million has been allocated to customer relationships, contract backlog and trade names. The fair value of the customer relationships, contract backlog and trade name intangible assets will be amortized based on the period over which the economic benefits of these assets are expected to be realized. During the period from the acquisition dates through December 31, 2011, the Company recorded $5.0 million of amortization of intangible assets related to these acquisitions. Goodwill – Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The factors that contributed to the recognition of goodwill included talented management teams in place and established market positions that contribute to future cash flow generation. These acquisitions generated $79.2 million of goodwill, of which $37.9 million is allocated to the Company's Building segment, $36.9 million is allocated to the Company's Specialty Contractors segment, and $4.4 million is allocated to the Company's Civil segment. Approximately $74.8 million of goodwill acquired is expected to be deductible for tax purposes. Frontier-Kemper Bargain Purchase Gain – The acquisition of Frontier-Kemper resulted in a bargain purchase gain recorded in other income (expense), net which was based on the estimated fair value of the assets acquired and liabilities assumed. The Company recognized $0.6 million of acquisition related expenses for these acquisitions for the year ended December 31, 2011, respectively, which are included in general and administrative expenses in the Consolidated Statements of Operations. These expenses included legal fees, bank fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses associated with the acquisitions. Collectively, the amount of revenues and income from construction operations recorded in 2011 related to these acquisitions is as follows:
Revenues |  | Income from Construction Operations |
(in thousands) |
| $ | 727,406 |  |  | $ | 30,672 |
Unaudited pro forma results of operations The following pro forma financial information presents the results of the Company assuming the acquisitions of Fisk, Anderson, Frontier-Kemper, and Becho all took place on January 1, 2010.
Pro Forma (unaudited) |  | Year Ended |
|  | December 31, 2011 |  |  | December 31, 2010 |
(in thousands, except per share data) |  |  |
Revenues |  | $ | 3,894,867 |  |  | $ | 3,898,519 |
Income from Construction Operations |  | $ | 178,631 |  |  | $ | 197,014 |
Net Income |  | $ | 88,123 |  |  | $ | 109,598 |
Basic earnings per common share |  | $ | 1.87 |  |  | $ | 2.28 |
Diluted earnings per common share |  | $ | 1.84 |  |  | $ | 2.25 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on acquisition debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at acquisition; (iii) additional amortization expense related to identifiable intangible assets arising from the acquisitions; (iv) elimination of acquisition related expenses incurred; and (v) to reflect a statutory income tax rate on the pretax income of Fisk, Anderson, Frontier-Kemper and Becho, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisitions been in effect on January 1, 2010 or of future results. (b) Merger with GreenStar Services Corporation On July 1, 2011, the Company completed a merger with GreenStar Services Corporation (“GreenStar”). GreenStar is primarily comprised of three operating entities: Five Star Electric Corporation (“FSE”) and WDF, Inc. (“WDF”), which are located in New York, and Nagelbush Mechanical, Inc. (“Nagelbush”) which is located in Florida. These companies have served a range of clients in a wide variety of markets including transportation, infrastructure, commercial, school and university, residential, and specialty construction. Under the terms of the transaction, the Company acquired GreenStar through a merger with a wholly-owned subsidiary of the Company for a purchase price of $208.4 million, consisting of $100.0 million in cash, subject to post-close adjustments, a $74.9 million promissory note issued at closing which was paid in full on August 3, 2011, and $33.5 million of holdbacks to secure certain indemnification obligations and deferred management incentive payments (“GreenStar Indemnity Holdbacks”), $8 million of which were paid during the year ended December 31, 2011. In addition to the amounts above, there is contingent consideration fair valued as of the merger date at $27.2 million that may become payable under the terms of the agreement based upon GreenStar's operating results over the next five years. The Company financed the transaction with available cash and borrowings under its revolving credit facility (see Note 5). In connection with the merger with GreenStar, the Company issued to the interest holder representative, on behalf of certain of GreenStar's former equity holders (the “Interest Holders”), a promissory note in the amount of approximately $74.9 million (the “GreenStar Seller Note”). Interest under the GreenStar Seller Note accrued at the rate of 8% per annum with all accrued but unpaid interest payable on August 1, September 1 and October 1, 2011. The GreenStar Seller Note and all accrued interest was paid off on August 3, 2011. GreenStar was acquired because it is one of the largest specialty contractors in the United States and it will provide an opportunity to expand the Company's presence in the northeastern markets. GreenStar had a backlog of approximately $1.2 billion as of the date of the merger. The merger was effective as of July 1, 2011 for accounting purposes and, accordingly, GreenStar's financial results are included in the Company's consolidated results of operations and financial position beginning July 1, 2011. GreenStar's operating results are included in the Company's Specialty Contractors segment. See Note 13 for disclosure of the completion of the Company's 2011 reorganization and the formation of the Specialty Contractors reportable segment. The Company has evaluated the materiality of the financial impact of the GreenStar merger and has deemed it to be material to the Company's consolidated results for the year ended December 31, 2011. In accordance with the accounting guidance on business combinations, the Company has also provided the following required disclosures for the GreenStar merger. Purchase Price Analysis The aggregate total purchase consideration related to the GreenStar merger consisted of the following:
|  | Amount |
(In thousands) |  |  |
Cash consideration |  | $ | 100,000 |
GreenStar Seller Note |  |  | 74,869 |
GreenStar Indemnity Holdbacks |  |  | 33,500 |
Fair value of contingent consideration at merger date |  |  | 27,187 |
Total purchase price consideration |  | $ | 235,556 |
The following table summarizes the aggregate preliminary estimates of the fair values of identifiable assets acquired and liabilities assumed in the GreenStar merger and the resulting goodwill as of the merger date. The Company has completed the final allocation of the purchase price to the tangible and intangible assets for the GreenStar merger.
|  |  |  | Weighted Average
|  | Amount |  | Useful Life
(in thousands) |  |  |  |
Identifiable assets acquired and liabilities assumed: |  |  |  |
Cash and Cash Equivalents |  | $ | 67,613 |  |
Accounts Receivable |  |  | 222,153 |  |
Other Assets |  |  | 106,710 |  |
Property and Equipment |  |  | 6,858 |  |
Identifiable Intangible Assets: |  |  |  |  |
Contract backlog |  |  | 19,200 |  | 4 years
Trade name |  |  | 10,500 |  | 20 years
Goodwill |  |  | 66,079 |  |
Total assets acquired |  |  | 499,113 |  |
Current liabilities |  |  | 255,927 |  |
Deferred tax liabilities |  |  | 7,367 |  |
Long-term Liabilities |  |  | 263 |  |
Total liabilities assumed: |  |  | 263,557 |  |
Total purchase price |  | $ | 235,556 |  |
Intangible Assets – Of the total purchase price, $29.7 million has been allocated to contract backlog and trade names. The fair value of the contract backlog and trade name intangible assets will be amortized based on the period over which the economic benefits of these assets are expected to be realized. During the period from the acquisition dates through December 31, 2011, the Company recorded $2.4 million of amortization of intangible assets related to these acquisitions. Goodwill – Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets for which the fair value assessment has not yet been completed. The factors that contributed to the recognition of goodwill included talented management teams in place and established market positions and geographic presence that will contribute to future cash flow generation. The GreenStar merger generated $66.1 million of goodwill which was allocated to the Company's Specialty Contractors segment. Goodwill recorded relating to the GreenStar merger is not expected to be deductible for tax purposes. The Company recognized $0.7 million of acquisition related expenses for the year ended December 31, 2011, which are included in general and administrative expenses in the Consolidated Statements of Operations. These expenses included legal fees, bank fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses associated with the GreenStar merger. Collectively, the amount of revenues and income from construction operations recorded in 2011 related to the GreenStar merger is as follows:
Revenues |  | Income from Construction Operations |
(in thousands) |
| $ | 459,985 |  |  | $ | 55,244 |
Unaudited pro forma results of operations The following pro forma financial information presents the results of the Company assuming the GreenStar merger took place on January 1, 2010.
Pro Forma (unaudited) |  | Year Ended |
|  | December 31, 2011 |  |  | December 31, 2010 |
(in thousands, except per share data) |  |  |
Revenues |  | $ | 4,068,804 |  |  | $ | 3,778,958 |
Income from Construction Operations |  | $ | 207,579 |  |  | $ | 180,863 |
Net Income |  | $ | 108,712 |  |  | $ | 105,074 |
Basic earnings per common share |  | $ | 2.30 |  |  | $ | 2.18 |
Diluted earnings per common share |  | $ | 2.27 |  |  | $ | 2.16 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on acquisition debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at acquisition; (iii) additional amortization expense related to identifiable intangible assets arising from the acquisitions; (iv) elimination of acquisition related expenses incurred; and (v) to reflect a statutory income tax rate on GreenStar's pretax income, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisition been in effect on January 1, 2010 or of future results. (c) Acquisition of Lunda Construction Company On July 1, 2011, the Company completed the acquisition of Lunda Construction Company (“Lunda”). Headquartered in Black River Falls, Wisconsin, and with offices in Wisconsin and Minnesota, Lunda is a heavy civil contractor engaged in the construction, rehabilitation and maintenance of bridges, railroads, and other civil structures in the midwest and throughout the United States. Under the terms of the transaction, the Company acquired 100% of the stock of Lunda for a purchase price of $171.7 million, consisting of $149.9 million in cash, which includes post-close adjustments, and $21.7 million in notes payable in five years. In addition to the amounts above, there is contingent consideration fair valued as of the acquisition date at $20.8 million that may become payable under the terms of the agreement based upon Lunda's operating results over the next three years. The Company financed the transaction with the balance of proceeds available from the offering of senior unsecured notes which was completed in October 2010, as well as available cash and borrowings under its revolving credit facility (see Note 5). In connection with the acquisition of Lunda, the Company issued to the former Lunda shareholders promissory notes in an aggregate amount of approximately $21.7 million (the “Lunda Seller Notes”). Interest under the Lunda Seller Notes accrues at the rate of 5% per annum with all accrued but unpaid interest payable annually. The Lunda Seller Notes mature on July 1, 2016. The Company may prepay all or any portion of the Lunda Seller Notes at any time without premium or penalty. To the extent that the Company prepays all or any portion of its outstanding senior unsecured notes, it is also required to repay a pro rata portion (based upon the amount being prepaid under the senior unsecured notes and the total amount outstanding under the senior unsecured notes) of the Lunda Seller Notes. The Lunda Seller Notes are guaranteed by Lunda, which, as a result of the acquisition, is a wholly owned subsidiary of the Company. Lunda was acquired because the Company believes it is a strong strategic fit for its civil business and will provide the Company with the opportunity to expand its civil business into the midwestern United States. Lunda had a backlog of approximately $400 million as of the date of the acquisition. The acquisition was effective as of July 1, 2011 for accounting purposes and, accordingly, Lunda's financial results are included in the Company's consolidated results of operations and financial position beginning July 1, 2011. Lunda's operating results are included in the Company's Civil segment. The Company has evaluated the materiality of the financial impact of the Lunda acquisition and has deemed it to be material to the Company's consolidated results for the year ended December 31, 2011. In accordance with the accounting guidance on business combinations, the Company has also provided the following required disclosures for the Lunda acquisition. Purchase Price Analysis The aggregate total purchase consideration related to the Lunda acquisition consisted of the following:
|  | Amount |
(In thousands) |  |  |
Cash consideration |  | $ | 149,935 |
Lunda Seller Notes |  |  | 21,750 |
Fair value of contingent consideration at acquisition date |  |  | 20,800 |
Total purchase price consideration |  | $ | 192,485 |
The following table summarizes the aggregate estimates of the fair values of identifiable assets acquired and liabilities assumed in the acquisitions and the resulting goodwill as of the acquisition date. The Company has completed the final allocation of the purchase price to the tangible and intangible assets for this acquisition.
|  |  |  | Weighted Average
|  | Amount |  | Useful Life
(in thousands) |  |  |  |
Identifiable assets acquired and liabilities assumed: |  |  |  |
Cash and Cash Equivalents |  | $ | 13,432 |  |
Accounts Receivable |  |  | 47,473 |  |
Other Assets |  |  | 15,062 |  |
Property and Equipment |  |  | 41,044 |  |
Identifiable Intangible Assets: |  |  |  |  |
Contract Backlog |  |  | 5,200 |  | 3 years
Trade name |  |  | 4,500 |  | 20 years
Goodwill |  |  | 125,408 |  |
Total assets acquired |  |  | 252,119 |  |
Current liabilities |  |  | 59,634 |  |
Long-term Liabilities |  |  | - |  |
Total liabilities assumed: |  |  | 59,634 |  |
Total purchase price |  | $ | 192,485 |  |
Intangible Assets – Of the total purchase price, $9.7 million has been allocated to contract backlog and trade names. The fair value of contract backlog and trade name intangible assets will be amortized based on the period over which the economic benefits of the assets are expected to be realized. During the period from the acquisition date through December 31, 2011, the Company recorded $0.9 million of amortization of intangible assets related to the Lunda acquisition. Goodwill – Goodwill represents the excess of the purchase price over the fair value of the underlying net tangible and intangible assets. The factors that contributed to the recognition of goodwill included talented management teams in place and established market positions that contribute to future cash flow generation. The Lunda acquisition generated $125.4 million of goodwill which was allocated to the Company's Civil segment, and is expected to be deductible for tax purposes. The Company recognized $0.2 million of acquisition related expenses for the year ended December 31, 2011, which are included in general and administrative expenses in the Consolidated Statements of Operations. These expenses included legal fees, bank fees, consultation fees, travel expenses, and other miscellaneous direct and incremental administrative expenses associated with the Lunda acquisition. Collectively, the amount of revenues and income from construction operations recorded in 2011 related to the Lunda acquisition is as follows:
Revenues |  | Income from Construction Operations |
(in thousands) |
| $ | 208,346 |  |  | $ | 12,958 |
Unaudited pro forma results of operations The following pro forma financial information presents the results of the Company assuming the Lunda acquisition took place on January 1, 2010.
Pro Forma (unaudited) |  | Year Ended |
|  | December 31, 2011 |  |  | December 31, 2010 |
(in thousands, except per share data) |  |  |
Revenues |  | $ | 3,872,694 |  |  | $ | 3,558,317 |
Income from Construction Operations |  | $ | 191,565 |  |  | $ | 246,396 |
Net Income |  | $ | 98,270 |  |  | $ | 146,708 |
Basic earnings per common share |  | $ | 2.08 |  |  | $ | 3.05 |
Diluted earnings per common share |  | $ | 2.05 |  |  | $ | 3.02 |
The pro forma results have been prepared for comparative purposes only and include certain adjustments such as (i) interest expense on acquisition debt; (ii) adjustments to depreciation expense resulting from the adjustment of fixed asset bases to fair value at acquisition; (iii) additional amortization expense related to identifiable intangible assets arising from the acquisitions; (iv) elimination of acquisition related expenses incurred; and (v) to reflect a statutory income tax rate on Lunda's pretax income, as well as on the applicable pro forma adjustments made. The pro forma results are not necessarily indicative either of the results of operations that actually would have resulted had the acquisition been in effect on January 1, 2010 or of future results.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References No definition available. + Details
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