Acquisitions (Tables)

9 Months Ended

Sep. 30, 2024

Summit Texas

Acquisitions

Schedule of acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill

The following summarizes the acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill (in thousands):

Consideration transferred:
Cash paid at closing	$	267,500
Working capital adjustment		14,602
Notes issued to former owners		35,000
Estimated fair value of contingent earn-out payments		42,732
	$	359,834
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	171,027
Billed and unbilled accounts receivable		59,846
Prepaid expenses and other		1,476
Cost and estimated earnings in excess of billings		578
Property and equipment		2,528
Lease right-of-use asset		2,364
Goodwill		155,345
Identifiable intangible assets		170,100
Other noncurrent assets		136
Accounts payable		(15,130)
Billings in excess of costs and estimated earnings and deferred revenue		(179,895)
Current operating lease liabilities		(1,495)
Accrued expenses and other current liabilities		(6,293)
Long-term operating lease liabilities		(753)
	$	359,834

Schedule of acquired intangible assets

The acquired intangible assets include the following (dollars in thousands):

	Valuation Method	Estimated Useful Life		Estimated Fair Value
Backlog	Excess earnings	1.8 years	$	35,800
Trade Name	Relief-from-royalty	22.9 years		11,300
Customer Relationships	Excess earnings	10 years		123,000
Total			$	170,100

J&S Utah

Acquisitions

Schedule of acquisition date fair value of consideration transferred and the acquisition date fair value of the identifiable assets acquired and liabilities assumed, including an amount for goodwill

Consideration transferred:
Cash paid at closing	$	100,000
Working capital adjustment		1,587
Notes issued to former owners		10,000
Estimated fair value of contingent earn-out payments		9,052
	$	120,639
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	14,802
Billed and unbilled accounts receivable		38,411
Inventory		230
Prepaid expenses and other		393
Costs and estimated earnings in excess of billings		728
Property and equipment		2,674
Lease right-of-use asset		4,552
Goodwill		40,706
Identifiable intangible assets		63,300
Other noncurrent assets		10
Accounts payable		(20,649)
Billings in excess of costs and estimated earnings and deferred revenue		(19,188)
Current operating lease liabilities		(133)
Accrued expenses and other current liabilities		(826)
Long-term debt		(59)
Long-term operating lease liabilities		(4,312)
	$	120,639

Schedule of acquired intangible assets

The acquired intangible assets include the following (dollars in thousands):

		Estimated	Estimated
	Valuation Method	Useful Life	Fair Value
Backlog	Excess earnings	1.8 years	$	12,900
Trade Name	Relief-from-royalty	22 years		10,600
Customer Relationships	Excess earnings	9 years		39,800
Total			$	63,300