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Business Combinations
12 Months Ended
Dec. 31, 2019
Business Combinations  
Business Combinations

Note 4—Business Combinations

2018 Acquisition

Acquisition of Willbros Group, Inc.

On June 1, 2018, we acquired all of the outstanding common stock of Willbros, a specialty energy infrastructure contractor serving the oil and gas and power industries for approximately $110.6 million, net of cash and restricted cash acquired. The total purchase price was funded through a combination of existing cash balances and borrowings under our revolving credit facility.

During the second quarter of 2019, we finalized the estimate of fair values of the assets acquired and liabilities assumed of Willbros. The tables below represent the purchase consideration and estimated fair values of the assets acquired and liabilities assumed. Significant changes since our initial estimates reported in the second quarter of 2018 primarily relate to fair value adjustments to our acquired contracts, which resulted in an increase to contract liabilities of $23.7 million. In addition, fair value adjustments to our acquired insurance liabilities and lease obligations reduced our liabilities assumed by approximately $11.9 million and $6.0 million, respectively and fair value adjustments to our acquired intangible assets decreased our assets acquired by $6.8 million. As a result of these and other adjustments to the initial estimated fair values of the assets acquired and liabilities assumed, goodwill increased by approximately $18.0 million since the second quarter of 2018. Adjustments recorded to the estimated fair values of the assets acquired and liabilities assumed are recognized in the period in which the adjustments are determined and calculated as if the accounting had been completed as of the acquisition date.

Purchase consideration (in thousands)

Total purchase consideration

$

164,758

Less cash and restricted cash acquired

(54,138)

Net cash paid

110,620

Identifiable assets acquired and liabilities assumed (in thousands)

Cash and restricted cash

$

54,138

Accounts receivable

103,186

Contract assets

30,762

Other current assets

18,255

Property, plant and equipment

30,522

Intangible assets:

 

Customer relationships

47,500

Tradename

200

Deferred income taxes

27,954

Other non-current assets

 

2,261

Accounts payable and accrued liabilities

(122,692)

Contract liabilities

(68,104)

Other non-current liabilities

(20,953)

Total identifiable net assets

103,029

Goodwill

61,729

Total purchase consideration

$

164,758

We separated the operations of Willbros among two of our existing segments, and created a new segment for the utility transmission and distribution operations called the Transmission segment. The oil and gas operations are included in the Pipeline segment, and the Canadian operations are included in the Power segment. Goodwill associated with the Willbros acquisition principally consists of expected benefits from the expansion of our services into electric utility-focused offerings and the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce. We allocated $59.0 million of goodwill to the Transmission segment, $1.8 million to the Power segment, and $0.9 million to the Pipeline segment. Based on the current tax treatment, goodwill is not expected to be deductible for income tax purposes.

For the year ended December 31, 2019, Willbros contributed revenue of $702.4 million and gross profit of $45.5 million. For the period June 1, 2018, the acquisition date, to December 31, 2018, Willbros contributed revenue of $400.8 million and gross profit of $39.5 million.

For the year ended December 31, 2019, we did not incur any costs related to the acquisition of Willbros. For the year ended December 31, 2018, costs related to the acquisition of Willbros were $13.2 million and are included in “Merger and related costs” on the Consolidated Statements of Income. Such costs primarily consisted of severance and retention bonus costs for certain employees of Willbros, professional fees paid to advisors, and exiting or impairing certain duplicate facilities.

2017 Acquisitions

Acquisition of Florida Gas Contractors

On May 26, 2017, we acquired certain assets of FGC, a utility contractor specializing in underground natural gas infrastructure, for approximately $33.0 million in cash. In addition, the sellers could receive a contingent earnout amount of up to $1.5 million over a one-year period ending May 26, 2018, based on the achievement of certain operating targets. The estimated fair value of the potential contingent consideration on the acquisition date was $1.2 million. FGC operates in the Utilities segment and expands our presence in the Florida and Southeast markets. The purchase was accounted for using the acquisition method of accounting. During the fourth quarter of 2017, we finalized the estimate of fair value of the acquired assets of FGC, which included $4.8 million of fixed assets; $3.3 million of working capital; $9.1 million of intangible assets; and $17.0 million of goodwill. In connection with the FGC acquisition, we also paid $3.5 million to acquire certain land and buildings. Intangible assets primarily consist of customer relationships. Goodwill associated with the FGC acquisition principally consists of expected benefits from providing expertise for our construction efforts in the underground utility business as well as the expansion of our geographic presence. Goodwill also includes the value of the assembled workforce that FGC provides to us. Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period.

For the year ended December 31, 2019, FGC contributed revenue of $27.6 million and gross profit of ($0.1) million. For the year ended December 31, 2018, FGC contributed revenue of $31.3 million and gross profit of $7.6 million. From the acquisition date through December 31, 2017, FGC contributed revenue of $15.5 million and gross profit of $3.8 million.

Acquisition of Engineering Assets

On May 30, 2017, we acquired certain engineering assets for approximately $2.3 million in cash which further enhances our ability to provide quality service for engineering and design projects. The purchase was accounted for using the acquisition method of accounting. The identifiable assets acquired consisted of $0.2 million of fixed assets and $2.1 million of intangible assets. Intangible assets primarily consist of customer relationships. The operations of this acquisition were fully integrated into our Power segment operations and no separate financial results were maintained. Therefore, it is impracticable for us to report the amounts of revenue and gross profit included in the Consolidated Statements of Income.

Acquisition of Coastal Field Services

On June 16, 2017, we acquired certain assets and liabilities of Coastal for approximately $27.5 million in cash. Coastal provides pipeline construction and maintenance, pipe and vessel coating and insulation, and integrity support services for companies in the oil and gas industry. Coastal operates in the Pipeline segment and increases our market share in the Gulf Coast energy market. The purchase was accounted for using the acquisition method of accounting. During the second quarter of 2018, we finalized the estimate of the fair value of the acquired assets, which included $4.0 million of fixed assets; $4.6 million of working capital; $9.9 million of intangible assets; $9.3 million of goodwill; and $0.3 million of long-term capital leases. Intangible assets primarily consist of customer relationships and tradename. Goodwill associated with the Coastal acquisition principally consists of expected benefits from providing expertise for our expansion of services in the pipeline construction and maintenance business. Goodwill also includes the value of the assembled workforce that Coastal provides to us. Based on the current tax treatment, goodwill will be deductible for income tax purposes over a fifteen-year period. The operations of this acquisition were fully integrated into our Pipeline segment operations and no separate financial results were maintained. Therefore, it is impracticable for us to report the amounts of revenue and gross profit included in the Consolidated Statements of Income.

The following table represents the identifiable assets acquired and liabilities assumed related to the 2017 acquisitions described above (in thousands):

Accounts receivable

$

10,721

Contract assets

580

Other current assets

 

2,352

Property, plant and equipment

 

12,402

Intangible assets

 

21,125

Goodwill

 

26,269

Accounts payable and accrued liabilities

 

(5,476)

Contract liabilities

 

(447)

Total

$

67,526

Supplemental Unaudited Pro Forma Information

The following pro forma information for the twelve months ended December 31, 2018 presents our results of operations as if the Willbros acquisition had occurred at the beginning of 2018. The supplemental pro forma information has been adjusted to include:

the pro forma impact of amortization of intangible assets and depreciation of property, plant and equipment;
the pro forma impact of nonrecurring merger and related costs directly attributable to the acquisition;
the pro forma impact of interest expense relating to the acquisition; and
the pro forma tax effect of both the income before income taxes and the pro forma adjustments, calculated using a tax rate of 28.0% for the year ended December 31, 2018.

The pro forma results are presented for illustrative purposes only and are not necessarily indicative of, or intended to represent, the results that would have been achieved had the acquisition been completed on January 1, 2018. For example, the pro

forma results do not reflect any operating efficiencies and associated cost savings that we might have achieved with respect to the acquisition (in thousands):

Year Ended December 31, 

 

2018

(unaudited)

 

Revenue

$

3,265,690

Income before provision for income taxes

$

107,500

Net income attributable to Primoris

$

73,243

Weighted average common shares outstanding:

Basic

 

51,350

Diluted

 

51,670

Earnings per share:

Basic

$

1.43

Diluted

$

1.42