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Business Acquisitions
 3 Months Ended
Apr. 02, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Acquisitions Business Acquisitions
2021 Acquisitions    
The Company completed eight acquisitions during 2021. The aggregate purchase price of all eight acquisitions is $100,693, including $69,501 of cash, $19,272 of promissory notes, $6,787 of the Company's common stock, and potential earn-outs of up to $25,700 payable in cash and stock, which was recorded at an estimated fair value of $5,133. An option-based model was used to determine the fair value of the earn-outs, which is a generally accepted valuation technique that embodies 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 value of assets and liabilities will be completed within the one-year measurement period as required by ASC 805. The 2021 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 acquisition date, including intangible assets, accounts receivable, and certain fixed assets.    
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 fiscal year ended January 1, 2022:
Fiscal Year Ended
January 1, 2022
Cash$1,480 
Billed and unbilled receivables, net17,733 
Right-of-use assets2,932 
Property and equipment3,741 
Prepaid expenses587 
Other assets13 
Intangible assets:
Customer relationships36,407 
Trade name2,098 
Customer backlog3,860 
Non-compete4,456 
Total Assets$73,307 
Liabilities(13,984)
Deferred tax liabilities(4,521)
Net assets acquired$54,802 
Consideration paid (Cash, Notes and/or stock)$95,560 
Contingent earn-out liability (Cash and stock)5,133 
Total Consideration$100,693 
Excess consideration over the amounts assigned to the net assets acquired (Goodwill)$45,891 
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 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 months ended April 3, 2021.
Three Months Ended
April 3, 2021
Gross revenues$1,451 
Income before income taxes$493 
The following table presents the unaudited, pro forma consolidated results of operations (in thousands, except per share amounts) for the three months ended April 3, 2021 as if the acquisitions had occurred at the beginning of fiscal year 2021. The pro forma information provided below is compiled from the pre-acquisition financial information and includes pro forma adjustments for amortization expense, adjustments to certain expenses, and 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 2021 or (ii) future results of operations:
Three Months Ended
April 3, 2021
Gross revenues$170,151 
Net income$6,287 
Basic earnings per share$0.49 
Diluted earnings per share$0.47 
Adjustments were made to the pro forma results to adjust amortization of intangible assets to reflect fair value of identified assets acquired, to record the effects of promissory notes issued, and to record the income tax effect of these adjustments. The pro forma results for the three months ended April 2, 2022 have not been presented as the financial impact on the Company's consolidated financial statements would be immaterial.