v3.25.2
Business Acquisitions
 6 Months Ended
Jun. 28, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
2025 Acquisitions
The Company has completed five acquisitions during 2025. The aggregate purchase price for the five acquisitions was $14,577, including $7,798 in cash, $3,188 in the form of promissory notes, $1,688 in the Company's common stock, and a potential earn-out of up to $2,800 payable in cash, which has been recorded at an estimated fair value of $1,903. A probability-weighted approach was used to determine the fair value of the earn-out, which is a generally accepted valuation technique that embodies all significant assumption types. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2025 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, prepaid expenses, deferred tax liabilities, and certain other liabilities.
2024 Acquisitions
The Company completed eleven acquisitions during 2024. The aggregate purchase price for the eleven acquisitions was $87,532, including $66,733 in cash, $3,059 in the form of promissory notes, $5,859 in the Company's common stock, and potential earn-outs of up to $17,475 payable in cash and stock, which have been recorded at an estimated fair value of $11,881. The cash portions of the purchase prices and other related costs associated with the transactions were partially financed through the Company's amended and restated credit agreement (the "Second A&R Credit Agreement" or "Senior Credit Facility") with Bank of America, N.A. and other lenders party thereto. See Note 10, Notes Payable and Other Obligations, for further detail on the Second A&R Credit Agreement. An option-based model and a probability-weighted approach were used to determine the fair value of the earn-outs, which are generally accepted valuation techniques that embody all significant assumption types. In order to determine the fair values of tangible and intangible assets acquired and liabilities assumed, the Company engaged an independent third-party valuation specialist to assist in the determination of fair values. The final determination of the fair values of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2024 acquisitions will necessitate the use of this measurement period to adequately analyze and assess the factors used in establishing the asset and liability fair values as of the relevant acquisition date, including intangible assets, accounts receivable, prepaid expenses, and certain other liabilities.
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the acquisition date for the acquisitions closed during the six months ended June 28, 2025 and the fiscal year ended December 28, 2024:
20252024
TotalTotal
Cash$333 $2,101 
Billed and unbilled receivables, net6,692 10,435 
Right-of-use assets815 3,386 
Property and equipment214 1,762 
Prepaid expenses1,286 1,108 
Other assets54 65 
Intangible assets:
Customer relationships3,065 35,048 
Trade name146 1,272 
Customer backlog1,569 6,334 
Non-compete588 3,694 
Total Assets$14,762 $65,205 
Liabilities(3,756)(7,386)
Deferred tax liabilities(1,693)(376)
Net assets acquired$9,313 $57,443 
Consideration paid (Cash, Notes and/or stock)$12,674 $75,651 
Contingent earn-out liability (Cash and stock)1,903 11,881 
Total Consideration$14,577 $87,532 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$5,264 $30,089 
Goodwill was recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired and the amount is attributable to the reputation of the business acquired, the workforce in place and the synergies to be achieved from these acquisitions. See Note 8, Goodwill and Intangible Assets, for further information on fair value adjustments to goodwill and identified intangibles.
The condensed consolidated financial statements of the Company include the results of operations from any business acquired from their respective dates of acquisition. The following table presents the results of operations of businesses acquired from their respective dates of acquisition for the three and six months ended June 28, 2025 and June 29, 2024.
Three Months EndedSix Months Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Gross revenues$4,632 $10,975 $7,005 $16,613 
Income before income taxes$203 $3,572 $134 $5,648 
General and administrative expenses for the three and six months ended June 28, 2025 and June 29, 2024 include acquisition-related costs pertaining to the Company's acquisition activities. Acquisition-related costs were not material to the Company's condensed consolidated financial statements.
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three and six months ended June 28, 2025 and June 29, 2024 as if the fiscal 2025 and 2024 acquisitions had occurred at the beginning of fiscal year 2024. The pro forma information provided below is compiled from pre-acquisition financial information and includes pro forma adjustments for amortization expense of intangible assets to reflect the fair value of identified assets acquired, to record the effects of financing from the Company's Senior Credit Facility, to record the effects of promissory notes issued, adjustments to other certain expenses, and to record the income tax impact of these adjustments. The pro forma results are not necessarily indicative of (i) the results of operations that would have occurred had the operations of these acquisitions actually been acquired at the beginning of fiscal year 2024 or (ii) future results of operations:
Three Months EndedSix Months Ended
June 28, 2025June 29, 2024June 28, 2025June 29, 2024
Gross revenues$253,084 $241,627 $490,435 $470,602 
Net income$11,782 $5,364 $12,283 $5,961 
Basic earnings per share$0.19 $0.09 $0.20 $0.10 
Diluted earnings per share$0.18 $0.09 $0.19 $0.10