Acquisitions |
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| Acquisitions | Note 4—Acquisitions Acquisition of PayneCrest On May 1, 2026, we completed the acquisition of PayneCrest Electric, Inc. (“PayneCrest”) in an all-cash transaction valued at approximately $404.7 million, net of cash acquired. PayneCrest is a leading electrical construction and services provider supporting industrial, manufacturing, and advanced facilities. The acquisition increases our exposure to the high-growth data center services market and expands opportunities for integrating our industrial and renewables businesses with complementary electrical construction capabilities. The total purchase price was funded through a combination of borrowings under our term loan facility (as discussed immediately below) and cash on hand. The table below represents the purchase consideration and the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date. The final determination of fair value for certain assets and liabilities is subject to further change and will be completed as soon as the information necessary to complete the analysis is obtained. These amounts, which may differ materially from these preliminary estimates, will continue to be refined during the one-year measurement period, as defined in ASC 805, which ends during the second quarter of 2027. The primary areas of the preliminary estimates that are not yet finalized relate to property, plant and equipment, identifiable intangible assets, contract assets and liabilities, deferred income taxes, the fair value of certain contractual obligations, and accounts receivable.
Goodwill associated with the PayneCrest acquisition principally consists of expected benefits from the expanded exposure to the high-growth data center services market and expands opportunities for integrating our industrial and renewables businesses with complementary electrical construction capabilities. Goodwill also includes the value of the assembled workforce. Goodwill and intangible assets are deductible over a 15-year period for income tax purposes. We incorporated PayneCrest operations and all related Goodwill into our Energy segment. The intangible assets acquired with the PayneCrest acquisition consisted of customer relationships of $128.1 million, tradename of $46.4 million, and backlog of $24.9 million. The fair value of customer relationships is estimated as of the date a business is acquired based on the value-in-use concept utilizing the income approach, specifically the multi-period excess earnings method. This method discounts to present value the projected cash flows attributable to the customer relationships. The significant assumptions used by management in determining the fair values of customer relationships include future revenues, margins, discount rates and customer attrition rates. The fair value of tradenames is estimated using the income approach, specifically the relief-from-royalty method, which is based on the assumption that in lieu of ownership, a company would be willing to pay a royalty for use of the tradename. The significant assumptions used by management in determining the fair values of tradename intangible assets include future revenues, royalty rates, and discount rates. The fair value of backlog is estimated as of the acquisition date based upon the contractual nature of the backlog using the multi-period excess earnings method, which discounts to present value the projected cash flows attributable to the backlog. The customer relationships, tradename, and backlog are being amortized over a useful life of 15 years, 10 years, and 1 year, respectively. Acquisition related costs were $0.4 million and $4.7 million for the three and six months ended June 30, 2026, 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. |