Schedule of Fair Values of Assets Acquired and Liabilities Assumed |
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: | | | | | | | | | | | | | 2025 | | 2024 | | Total | | Total | Cash | $ | 333 | | | $ | 2,101 | | Billed and unbilled receivables, net | 6,692 | | | 10,435 | | Right-of-use assets | 815 | | | 3,386 | | Property and equipment | 214 | | | 1,762 | | Prepaid expenses | 1,286 | | | 1,108 | | Other assets | 54 | | | 65 | | Intangible assets: | | | | Customer relationships | 3,065 | | | 35,048 | | Trade name | 146 | | | 1,272 | | Customer backlog | 1,569 | | | 6,334 | | | | | | Non-compete | 588 | | | 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 | |
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Schedule of Pro Forma Consolidated Results of Operations |
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 Ended | | Six Months Ended | | June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 29, 2024 | Gross revenues | $ | 4,632 | | | $ | 10,975 | | | $ | 7,005 | | | $ | 16,613 | | Income before income taxes | $ | 203 | | | $ | 3,572 | | | $ | 134 | | | $ | 5,648 | |
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 Ended | | Six Months Ended | | June 28, 2025 | | June 29, 2024 | | June 28, 2025 | | June 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 | |
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