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BUSINESS COMBINATIONS | 3 Months Ended
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Apr. 04, 2025
BUSINESS COMBINATIONS |
BUSINESS COMBINATIONS | 12. BUSINESS COMBINATIONS Acquisition of Alternative Power Generation, Inc. ​ On March 3, 2025 (the “APG Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired all of the capital stock of Alternative Power Generation, Inc. (“APG”), pursuant to the terms of the Stock Purchase Agreement, dated as of March 3, 2025 (the “APG Stock Purchase Agreement”), by and among the Company, WES, and each of the stockholders of APG (the “APG Stockholders”). APG provides innovative, progressive, and customized electric power solutions for EV charging, solar, AI data centers, microgrids, battery energy storage systems (BESS), and substations. APG offers consulting, design, engineering, procurement, and construction management. APG’s financial information is included within the Energy segment beginning in the first quarter of fiscal year 2025. The Company expects to finalize the purchase price allocation related to this transaction by the end of the fourth quarter of fiscal year 2025. Pursuant to the terms of the APG Stock Purchase Agreement, the Company agreed to pay up to $43.5 million for the purchase of all the capital stock of APG, which purchase price consists of (i) $19.5 million in cash paid on the APG Closing Date (subject to holdbacks and adjustments), (ii) $6.0 million in shares of the Company’s common stock, based on the closing average price per share of the Company’s common stock for the twenty trading days preceding the APG Closing Date, and (iii) up to $18.0 million in cash if APG exceeds certain financial targets during the three years after the APG Closing Date, as more fully described below (such potential payments of up to $18.0 million being referred to as “APG Earnout Payments” and $18.0 million in respect thereof, being referred to as the “APG Maximum Payout”). The amount of the APG Earnout Payments to be paid will be determined based on APG’s earnings before interest, taxes, depreciation and amortization (“APG EBITDA”). The APG Stockholders will receive APG Earnout Payments in each of the three years after the APG Closing Date (the “APG Earnout Period”) based on the amount by which APG EBITDA exceeds certain targets. The amounts due to the APG Stockholders as APG Earnout Payments will in no event, individually or in the aggregate, exceed the APG Maximum Payout. APG Earnout Payments will be made in annual installments for each of the three years of the APG Earnout Period. In addition, the APG Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Credit Agreement. The APG Stock Purchase Agreement contains customary representations and warranties regarding the Company, WES, APG, and the APG Stockholders, indemnification provisions, and other provisions customary for transactions of this nature. The Company used cash on hand to fund the initial purchase price on the APG Closing Date. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and APG’s assembled workforce. The Company estimates that the entire $25.4 million of goodwill resulting from the acquisition of APG will be tax deductible. As of April 4, 2025, the purchase price allocation is preliminary and subject to change within the measurement period (not to exceed twelve months following the APG Closing Date). The areas of the purchase price allocation that are not yet finalized relate primarily to contingent consideration valuation, intangible assets, and goodwill. ​ ​ The preliminary fair value of the contingent consideration liability was estimated by discounting to present value the contingent payments expected to be made. The Company applied a discount rate derived from previous valuation studies performed by a third-party valuation firm for the Company’s historical acquisitions with similar characteristics. The preliminary estimate of the fair values for intangible assets were calculated utilizing a weighted average allocation derived from previous valuation studies performed by a third-party valuation firm for the Company’s historical acquisitions with similar characteristics. ​ The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired on the APG Closing Date throughout the remainder of the measurement period. Accordingly, adjustments may be made as additional information is obtained about the facts and circumstances that existed as of the valuation date. In addition, the Company expects to engage a third-party independent valuation specialist to assist in management’s determination of fair values of intangible assets acquired. Any adjustments will be recorded in the period in which they are identified. ​ Preliminary consideration for the acquisition of APG includes the following: ​
​ | ​ | ​ | ​
​ |  | APG
​ | ​ | (in thousands)
Cash consideration | ​ | $ | 18,500
Other working capital adjustments and holdbacks | ​ | ​ | (1,171)
Issuance of common stock | ​ | ​ | 5,557
Contingent consideration | ​ | ​ | 12,353
Total consideration | ​ | $ | 35,239
The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: ​
​ | ​ | ​ | ​
​ |  | APG
​ | ​ | (in thousands)
Current assets | ​ | $ | 8,990
Non-current assets (1) | ​ | ​ | 12
Liabilities | ​ | ​ | (10,934)
Non-current lease liability | ​ | ​ | (240)
Backlog | ​ | ​ | 1,871
Customer relationships | ​ | ​ | 6,360
Tradename | ​ | ​ | 3,741
Goodwill | ​ | ​ | 25,439
Net assets acquired | ​ | $ | 35,239
​
| (1) | Excluded from non-current assets are backlog, customer relationships, tradename, and goodwill.
During the three months ended April 4, 2025, the Company did not make any adjustments to the consideration paid for APG, and as a result, there were no adjustments to the purchase price allocation for the three months ended April 4, 2025. There were $0.2 million in acquisition related costs associated with APG included in other general and administrative expenses in the condensed consolidated statements of comprehensive income for the three months ended April 4, 2025. During the three months ended April 4, 2025, the acquisition of APG contributed $2.5 million in revenue and $0.2 million of income from operations. Acquisition of Alpha Inspections, Inc. ​ On January 31, 2025 (the “Alpha Closing Date”), the Company, through its wholly owned subsidiary, Willdan Engineering, Inc., acquired all of the capital stock of Alpha Inspections, Inc. (“Alpha”), pursuant to the terms of the Stock Purchase Agreement, dated as of January 31, 2025 (the “Alpha Stock Purchase Agreement”), by and among the Company, Willdan Engineering, Inc., and Jennifer Murphy as the sole shareholder of Alpha Inspections, Inc. (the “Alpha Member”). ​ Alpha is a company that provides an array of municipal services including building inspections, and plan reviews. Alpha’s financial information is included within the Engineering and Consulting segment beginning in the first quarter of fiscal year 2025 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the fourth quarter of fiscal year 2025. ​ Pursuant to the terms of the Alpha Stock Purchase Agreement, the purchase price consisted of $12.0 million to be paid in cash on the Alpha Closing Date (subject to holdbacks and adjustments). The Alpha Stock Purchase Agreement contains customary representations and warranties regarding the Company, Willdan Engineering, Alpha, and the Alpha Member, indemnification provisions and other provisions customary for transactions of this nature. Pursuant to the terms of the Alpha Stock Purchase Agreement, the Company, and Willdan Engineering, provided guarantees to the Alpha Member which guarantee certain of Alpha’s obligations under the Alpha Stock Purchase Agreement. The Company used cash on hand to fund the purchase price on the Alpha Closing Date. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and Alpha’s assembled workforce. The Company estimates that the entire $7.5 million of goodwill resulting from the acquisition of Alpha will be tax deductible. As of April 4, 2025, the purchase price allocation is preliminary and subject to change. The preliminary purchase price allocation was based upon the Company’s estimates and assumptions are subject to change within the measurement period (not to exceed twelve months following the Alpha Closing Date). The areas of the purchase price allocation that are not yet finalized relate primarily to intangible assets and goodwill. The preliminary estimate of the fair values for intangible assets were calculated utilizing a weighted average allocation derived from previous valuation studies performed by a third-party valuation firm for the Company’s historical acquisitions with similar characteristics. The Company expects to continue to obtain information for the purpose of determining the fair value of the assets acquired on the Alpha Closing Date throughout the remainder of the measurement period. Accordingly, adjustments may be made as additional information is obtained about the facts and circumstances that existed as of the valuation date. In addition, the Company expects to engage a third-party independent valuation specialist to assist in management’s determination of fair values of intangible assets acquired. Any adjustments will be recorded in the period in which they are identified. ​ Preliminary consideration for the acquisition of Alpha includes the following: ​
​ | ​ | ​ | ​
​ |  | Alpha
​ | ​ | (in thousands)
Cash consideration | ​ | $ | 12,000
Other working capital adjustments and holdbacks | ​ | ​ | (250)
Total consideration | ​ | $ | 11,750
The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: ​
​ | ​ | ​ | ​
​ |  | Alpha
​ | ​ | (in thousands)
Current assets | ​ | $ | 1,135
Non-current assets (1) | ​ | ​ | 4
Liabilities | ​ | ​ | (395)
Backlog | ​ | ​ | 550
Customer relationships | ​ | ​ | 2,413
Tradename | ​ | ​ | 550
Goodwill | ​ | ​ | 7,493
Net assets acquired | ​ | $ | 11,750
​
| (1) | Excluded from non-current assets are backlog, customer relationships, tradename, and goodwill.
During the three months ended April 4, 2025, the Company did not make any adjustments to the consideration paid for Alpha, and as a result, there were no adjustments to the purchase price allocation for the three months ended April 4, 2025. Acquisition related costs associated with Alpha are included in other general and administrative expenses in the consolidated statements of comprehensive income and were not material for the three months ended April 4, 2025. During the three months ended April 4, 2025, the acquisition of Alpha contributed $0.6 million in revenue and $0.2 million of income from operations. Acquisition of Enica Engineering, PLLC. ​ On October 23, 2024, (the “Enica Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired substantially all of the assets of Enica Engineering, PLLC. (“Enica”), pursuant to the terms of the Asset Purchase Agreement, dated as of October 23, 2024 (the “Enica Agreement”), by and among the Company, WES, Genesys, Enica, and Reed Berinato (“Berinato”) and Mark Prewett (“Prewett” and, together with Berinato, the “Enica Members”). Enica is an energy efficiency company that provides an array of services around energy projects, metering, and consulting services to help its customers drive energy efficiency, decarbonization, and energy reduction. Enica’s financial information is included within the Company’s Energy segment beginning in the fourth quarter of fiscal year 2024. The Company agreed to pay (i) $12.0 million in cash on the Enica Closing Date (subject to holdbacks and adjustments) and (ii) up to $6.0 million in cash if Enica exceeds certain financial targets during the two years after the Enica Closing Date, as further described below (such potential payments of up to $6.0 million, being referred to as “Enica Earnout Payments” and $6.0 million in respect thereof, being referred to as the “Enica Maximum Earnout”); for a potential maximum purchase price of $18.0 million. The amount of the Enica Earnout Payments to be paid will be determined based on Enica’s earnings before interest, taxes, depreciation and amortization (“Enica’s EBITDA”). The Enica Members will receive Enica Earnout Payments in each of the two years after the Enica Closing Date (the “Earnout Period”) based on the amount by which Enica’s EBITDA exceeds certain targets. The amounts due to the Enica Members as Enica Earnout Payments will in no event, individually or in the aggregate, exceed the Enica Maximum Earnout. Enica Earnout Payments will be made in annual installments for each of the two years of the Enica Earnout Period. In addition, the Enica Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Credit Agreement. The Enica Agreement contains customary representations and warranties regarding the Company, WES, Genesys, Enica, and the Enica Members, indemnification provisions and other provisions customary for transactions of this nature. The Company used cash on hand to fund the initial purchase price on the Enica Closing Date. The acquisition was accounted for as a business combination in accordance with ASC 805. Under ASC 805, the Company recorded the acquired assets and assumed liabilities at their estimated fair value with the excess allocated to goodwill. Goodwill represents the value the Company expects to achieve through the operational synergies, the expansion into new markets and Enica’s assembled workforce. The Company estimates that the entire $9.8 million of goodwill resulting from the acquisition will be tax deductible. Consideration for the acquisition of Enica includes the following: ​
​ | ​ | ​ | ​
​ |  | Enica
​ | ​ | (in thousands)
Cash consideration | ​ | $ | 12,211
Other working capital adjustments and holdbacks | ​ | ​ | —
Contingent consideration | ​ | ​ | 4,060
Total consideration | ​ | $ | 16,271
The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: ​
​ | ​ | ​ | ​
​ |  | Enica
​ | ​ | (in thousands)
Current assets | ​ | $ | 2,358
Non-current assets (1) | ​ | ​ | 69
Right-of-use assets | ​ | ​ | 652
Liabilities | ​ | ​ | (658)
Lease liability | ​ | ​ | (652)
Backlog | ​ | ​ | 576
Customer relationships | ​ | ​ | 3,892
Tradename | ​ | ​ | 187
Goodwill | ​ | ​ | 9,847
Net assets acquired | ​ | $ | 16,271
​
| (1) | Excluded from non-current assets are right-of-use assets, backlog, customer relationships, tradename, and goodwill.
During the three months ended April 4, 2025, the Company did not make any adjustments to the consideration paid for Enica, and as a result, there were no adjustments to the purchase price allocation for the three months ended April 4, 2025. There were $0.1 million in acquisition related costs associated with Enica included in other general and administrative expenses in the condensed consolidated statements of comprehensive income for the three months ended April 4, 2025. During the three months ended April 4, 2025, the acquisition of Enica contributed $3.0 million in revenue and $0.7 million of income from operations. The following unaudited pro forma financial information for the three months ended April 4, 2025 and March 29, 2024 assumes that the acquisitions of all the outstanding shares of APG and Alpha, and the acquisition of substantially all of the assets of Enica, occurred on the first day of the year prior to the year of acquisition: ​
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended
​ | ​ | April 4, | ​ | March 29,
​ |  | 2025 |  | 2024
​ | ​ | ​
​ | ​ | (in thousands, except per share data)
Pro forma revenue | ​ | $ | 156,257 | ​ | $ | 135,367
​ | ​ | ​ | ​ | ​ | ​ | ​
Pro forma income (loss) from operations | ​ | $ | 6,785 | ​ | $ | 7,992
Pro forma net income (loss) (1) | ​ | $ | 4,460 | ​ | $ | 4,901
​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings (Loss) per share: | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | 0.31 | ​ | $ | 0.36
Diluted | ​ | $ | 0.30 | ​ | $ | 0.35
​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average shares outstanding: | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | ​ | 14,163 | ​ | ​ | 13,605
Diluted | ​ | ​ | 14,628 | ​ | ​ | 13,910
| (1) | Adjustments to pro forma net income include income from operations, amortization and interest expenses.
This pro forma supplemental information does not purport to be indicative of what the Company’s operating results would have been had these acquisitions occurred on the first day of the year prior to the year of acquisition and may not be indicative of future operating results. During the three months ended April 4, 2025, the acquisitions of APG, Alpha and Enica contributed $6.0 million in revenue and $1.1 million of income from operations. ​

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