Acquisitions

12 Months Ended

Dec. 31, 2020

CSI Electrical Contractors, Inc.

On July 15, 2019, the Company completed the acquisition of substantially all the assets of CSI Electrical Contractors, Inc. (“CSI”), an electrical contracting firm based in California. CSI provides services to a broad array of end markets under the Company’s C&I segment. The total consideration, after net asset adjustments of approximately $1.0 million, was $80.7 million which was funded through borrowings under the Company’s credit facility. The Company finalized the purchase price accounting relating to the acquisition of CSI during the year ended December 31, 2019.

The purchase agreement also includes contingent consideration provisions for margin guarantee adjustments based upon 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. Changes in contract estimates, such as modified costs to complete or change order recognition, will result in changes to these margin guarantee estimates. Changes in contingent consideration, subsequent to the acquisition, related to the margin guarantee adjustments on contracts of approximately $0.6 million and $2.0 million were recorded in other expense for the year ended December 31, 2020 and 2019, respectively. Future margin guarantee adjustments, if any, are expected to be recognized in 2021. The Company could also be required to make compensation payments contingent on the successful achievement of certain performance targets and continued employment of certain key executives of CSI. Payment of amounts earned, if any, as defined in the purchase agreement, will be made in 2024. These payments are recognized as compensation expense on the Company’s consolidated statements of operations when deemed probable. For the year ended December 31, 2020 and 2019 the Company recognized $4.0 million and $0.4 million of compensation expense associated with these contingent payments.

The following table summarizes the allocation of the opening balance sheet from the date of the CSI acquisition:


(in thousands)	(as of acquisition date) July 15, 2019		Measurement Period Adjustments		Final Acquisition Allocation
Consideration paid	$	79,720	$	—	$	79,720
Net asset adjustments	633		354		987
Total consideration, net of net asset adjustments	$	80,353	$	354	$	80,707
Accounts receivable, net	$	59,579	$	186	$	59,765
Contract assets	38,970		994		39,964
Other current assets	83		—		83
Property and equipment	7,964		—		7,964
Operating lease right-of-use assets	9,933		—		9,933
Intangible assets	26,000		(500)		25,500
Other long term assets	149		—		149
Accounts payable	(29,533)		(1,100)		(30,633)
Accrued salaries and benefits	(8,091)		—		(8,091)
Contract liabilities	(18,934)		200		(18,734)
Current portion of operating lease obligations	(2,526)		(36)		(2,562)
Other current liabilities	(4,776)		73		(4,703)
Operating lease obligations, net of current maturities	(7,407)		36		(7,371)
Long-term debt	(20)		—		(20)
Net identifiable assets and liabilities	71,391		(147)		71,244
Goodwill	$	8,962	$	501	$	9,463

Huen Electric, Inc.

On July 2, 2018, the Company completed the acquisition of substantially all the assets of Huen Electric, Inc., an electrical contracting firm based in Illinois, Huen Electric New Jersey Inc., an electrical contracting firm based in New Jersey, and Huen New York, Inc., an electrical contracting firm based in New York (collectively, the “Huen Companies”). The Huen Companies provide a wide range of commercial and industrial electrical construction capabilities under the Company’s C&I segment in Illinois, New Jersey and New York. The total consideration, after net asset adjustments of approximately $10.8 million, was $57.9 million which was funded through borrowings under the Company’s credit facility. The Company finalized the purchase price accounting relating to the acquisition of the Huen Companies during the year ended December 31, 2019.

The purchase agreement also includes contingent consideration provisions for margin guarantee adjustments based upon performance subsequent to the acquisition on certain contracts. The contracts are valued at fair value at the acquisition date, causing no margin guarantee estimate or adjustments for fair value. Changes in contract estimates, such as modified costs to complete or change order recognition, have resulted and will continue to result in changes to these margin guarantee estimates. Changes in contingent consideration, subsequent to the acquisition, related to the margin guarantee adjustments on certain contracts of approximately $1.5 million and $3.9 million were recorded in other expense for the year ended December 31, 2019 and 2018, respectively. Margin guarantee adjustments were finalized in early 2019. The Company could also be required to make compensation payments contingent on the successful achievement of certain performance targets and continued employment of certain key executives of the Huen Companies. Payment of amounts earned, if any, as defined in the purchase agreement, will be made in 2023. These payments are recognized as compensation expense on the Company’s consolidated statements of operations when deemed probable. For the years ended December 31, 2020, 2019 and 2018, the Company recognized a net benefit of $2.5 million and expense of $1.9 million and $0.6 million, respectively, of compensation expense associated with these contingent payments.