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Business Combinations (Notes)
 6 Months Ended
Jul. 04, 2026
Business Combination [Abstract]  
Business Combinations Business Combinations
Our investments in businesses were $37,604 and $8,540 during the first six months of 2026 and the year ended December 31, 2025, respectively.
On January 30, 2026 we acquired Cal Engineering Solutions, Inc. and its sister companies (collectively “Cal Engineering”), a company that provides design and engineering services for electric utilities, transmission companies and commercial clients. Services include the design, analysis and modification of transmission and distribution lines and towers. This acquisition expands our available engineering service offerings. The total enterprise value of the acquisition was $37,414 as of the acquisition closing date, comprised of $36,515 consideration transferred and liabilities assumed of $899. At the acquisition date, the consideration transferred included a cash payment of $13,049, debt issued of $3,000 and the issuance of contingent consideration in the form of an earnout agreement valued at $20,000. The contingent consideration provides for five future annual cash payments with the potential for a sixth annual cash payment, with each payment contingent on the achievement of certain operating profit thresholds. See Note O - Fair Value Measurements and Financial Instruments for a discussion of the valuation methodology and significant inputs used to estimate the fair value of the contingent consideration. In the second quarter of 2026 the Company paid a post-closing working capital adjustment of $466. Together with cash paid at closing and the post-closing working capital adjustment, cash consideration transferred totaled $13,515 ($11,297 net of cash acquired of $2,218). As of the acquisition date, Cal Engineering is included in our Utility segment.
During 2026, the Company acquired two businesses in our Residential and Commercial segment for aggregate consideration of $190 with no liabilities assumed and no debt issued.
Purchase Price Allocations
The net assets of businesses acquired are accounted for under the acquisition method and are recorded at their fair values at the dates of acquisition. The measurement period for purchase price allocations ends when the information necessary to finalize valuations for contingent consideration, intangible assets and other amounts is obtained, but does not exceed one year from the acquisition date.
During the second quarter of 2026, the Company recorded measurement period adjustments related to its acquisition of Cal Engineering. The adjustments resulted from additional valuation procedures performed during the measurement period and the refinement of significant assumptions and inputs used in estimating the acquisition-date fair values of acquired customer relationships and contingent consideration. The refined assumptions were based on information obtained regarding facts and circumstances that existed as of the acquisition date, including additional analyses of customer retention risk and projected near-term operating performance. As a result, the Company decreased the fair value of the acquired customer relationship intangible asset by $4,500 and decreased the fair value of the contingent consideration liability by $5,400. In addition, the Company recorded a $65 adjustment related to the post-closing working capital settlement. The net effect of these measurement period adjustments resulted in a $965 decrease in goodwill. These measurement period adjustments were reflected as if the accounting had been completed as of the acquisition date. While the Company may continue to evaluate information obtained during the measurement period, the significant valuation procedures related to contingent consideration and acquired intangible assets have been completed as of July 4, 2026.
The purchase price allocations for all other businesses acquired during 2026 and for businesses acquired in 2025 have been finalized as of July 4, 2026.
The following table summarizes the preliminary purchase price allocation of the estimated fair values of the assets acquired and liabilities assumed:
Six Months Ended
July 4, 2026
Year Ended
December 31, 2025
Detail of acquisitions:
Assets acquired:
Cash$2,218 $— 
Accounts Receivable
44 — 
Operating supplies— 46 
Prepaid expense202 — 
Equipment407 1,179 
Deposits and other42 — 
Right-of-use assets - operating leases735 — 
Intangible assets7,820 3,595 
Goodwill26,136 3,720 
Liabilities assumed(899)(88)
Contingent consideration(20,000)— 
Debt issued for purchases of businesses(3,000)(1,100)
Cash paid$13,705 $7,352 
The excess purchase price over the estimated fair value of the net assets acquired was recognized as goodwill. Goodwill recognized in connection with acquisitions completed during the three and six months ended July 4, 2026 is not deductible for income tax purposes. Prepaid expenses, deposits and other current assets and current liabilities were stated at their historical carrying values, which approximate fair value given the short-term nature of these assets and liabilities. The estimate of fair value for equipment was based on an assessment of the acquired assets’ condition as well as an evaluation of the current market value of such assets.
The acquired intangible assets consist of customer relationships, non-competition agreements and tradenames. During the six months ended July 4, 2026 the Company recognized acquired intangible assets with an aggregate fair value of $7,820, consisting of $6,690 related to customer relationships with a weighted average useful life of seven years, $970 related to non-competition agreements with a weighted average useful life of five years and $160 related to tradenames with a weighted average useful life of five years. For the Cal Engineering acquisition, the valuation of intangible assets was determined using the income approach methodology. More specifically, the fair value of the tradenames were estimated using the relief-from-royalty method, while the fair value of the customer relationships were estimated using the multi-period excess earnings method, and the fair value of the non-competition agreements were estimated using a lost income method. Significant judgments and assumptions used in estimating management’s cash flow projections included projected revenue growth rates, profit margins, discount rates, customer attrition rates, royalty rates and likelihood of competition among others. The projected future cash flows are discounted to present value using an appropriate discount rate.
Results of operations of acquired businesses are included in the Condensed Consolidated Statements of Operations beginning as of the effective dates of acquisition. The effect of these acquisitions on our consolidated revenues and results of operations, either individually or in the aggregate, for the six months ended July 4, 2026 and the year ended December 31, 2025 was not significant.