Business Combinations (Tables)

9 Months Ended

Jun. 30, 2019

Schedule of Total Consideration and Preliminary Fair Value of Assets and Liabilities

Based on the unaudited financial statements of SSS on June 7, 2019, we estimate total acquisition consideration and the preliminary allocation of fair value to the related assets and liabilities as follows:



(Amounts in thousands)
Preliminary purchase price for SSS	$	69,558

Estimated net assets acquired
Cash and cash equivalents	$	3,037
Accounts receivable	12,819
Other current assets	1,418
Total current assets	17,274
Accounts payable and accrued expenses	(3,933		)
Payroll liabilities	(3,458		)
Estimated net working capital	9,883
Property and equipment, net	4,605
Net identifiable assets acquired	14,488
Goodwill and other intangibles	55,070
Net assets acquired	$	69,558

Schedule of Pro Forma Information

The following table presents certain results for the three and nine months ended June 30, 2019 and 2018 as though the acquisition of SSS had occurred on October 1, 2017. The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of our results if the acquisition had taken place on that date. The pro forma information was prepared by combining our reported historical results with the historical results of SSS for the pre-acquisition periods. In addition, the reported historical amounts were adjusted for the following items, net of associated tax effects:


•	The impact of acquisition financing.


•	The removal of certain SSS operations due to completed and nonrecurring contracts.


•	The removal of the legacy SSS Employee Stock Ownership Plan ("ESOP") expenses.


•	The removal of SSS's historical goodwill amortization.


•	The impact of recording SSS's intangible asset amortization.


•	The removal of SSS's historical debt-related interest expense.


•	The impact of interest expense for the new credit facility.


•	The removal of legacy SSS director's fees.


•	The removal of transaction costs for the acquisition incurred by SSS.



	(in thousands)					(in thousands)
	Three Months Ended					Nine Months Ended
	June 30,					June 30,
Pro forma results	2019			2018		2019		2018
Revenue	$	51,344		$	53,578	$	151,654	$	154,570
Net income (loss)	(191		)	752		1,346		2,262

Number of shares outstanding - basic	12,036			11,899		12,011		11,875
Number of shares outstanding - diluted	13,077			12,884		13,048		12,872

Basic earnings per share (loss)	$(0.02)			$0.06		$0.11		$0.19
Diluted earnings per share (loss)	$(0.01)			$0.06		$0.10		$0.18