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BUSINESS COMBINATIONS | 6 Months Ended
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Jul. 03, 2026
Business Combination [Abstract] |
BUSINESS COMBINATIONS | 12. BUSINESS COMBINATIONS Acquisition of Burton Energy Group, LLC. On May 4, 2026 (the “Burton Closing Date”), the Company, through its wholly owned subsidiary, WES, acquired all of the equity of Burton Energy Group, LLC. (“Burton”), pursuant to the terms of the Equity Purchase Agreement, dated as of May 4, 2026 (the “Burton Equity Purchase Agreement”), by and among the Company, WES, and each of the shareholders of Burton (the “Burton Shareholders”). Burton provides comprehensive energy management and energy efficiency consulting for multi-site corporations, helping them reduce energy, water, and waste costs through utility data management and rate optimization, energy procurement and risk management, energy and water conservation/audits, and turnkey HVAC and EMS program management. Burton’s financial information is included within the Energy segment beginning in the second quarter of fiscal year 2026 and the Company expects to finalize the purchase price allocation related to this transaction by the end of the first quarter of fiscal year 2027. Pursuant to the terms of the Burton Equity Purchase Agreement, the Company agreed to pay up to $74.0 million for the purchase of all the equity of Burton, consisting of (i) $52.0 million in cash paid on the Burton Closing Date (subject to holdbacks and adjustments), (ii) $10.0 million in restricted shares of the Company’s common stock, based on the volume weighted average closing price per share of the Company’s common stock for the twenty trading days immediately preceding the third trading day prior to the Burton Closing Date, and (iii) up to $12.0 million in cash if Burton exceeds certain financial targets during the two years after the Burton Closing Date, as more fully described below (such potential payments of up to $12.0 million being referred to as “Burton Earnout Payments” and $12.0 million in respect thereof, being referred to as the “Burton Maximum Payout”). The Company issued 131,626 shares of the Company’s common stock and the shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act). The amount of the Burton Earnout Payments to be paid will be determined based on Burton’s earnings before interest, taxes, depreciation and amortization (“Burton EBITDA”). The Burton Shareholders will receive Burton Earnout Payments in each of the two years after the Burton Closing Date (the “Burton Earnout Period”) based on the amount by which Burton EBITDA exceeds certain targets. The amounts due to the Burton Shareholders as Burton Earnout Payments will in no event, individually or in the aggregate, exceed the Burton Maximum Payout. Burton Earnout Payments will be made in annual installments for each of the two years of the Burton Earnout Period. In addition, the Burton Earnout Payments will be subject to certain subordination provisions in favor of the lenders under the Company’s Amended and Restated Credit Agreement. The Burton Equity Purchase Agreement contains customary representations and warranties regarding the Company, WES, Burton, and the Burton Shareholders, indemnification provisions, and other provisions customary for transactions of this nature. The Company borrowed $30.0 million under its revolving credit facility and used cash on hand to fund the initial purchase price. 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 Burton’s assembled workforce. The Company estimates that the entire $32.5 million of goodwill resulting from the acquisition of Burton will be tax deductible. As of July 3, 2026, the purchase price allocation is preliminary and subject to change within the measurement period (not to exceed twelve months following the Burton 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 and utilizing a probability-weighted discounted cash flow rate. 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 Burton 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. Any adjustments will be recorded in the period in which they are identified. In addition, the Company engaged a third-party independent valuation specialist to assist in management’s determination of fair values of tangible and intangible assets acquired and liabilities assumed, including the determination of the fair value of the contingent consideration liability. Preliminary consideration for the acquisition of Burton includes the following: ​
​ | ​ | ​ | ​
​ | ​ ​ ​ | Burton
​ | ​ | (in thousands)
Cash consideration | ​ | $ | 52,000
Other working capital adjustments and holdbacks | ​ | ​ | 1,228
Issuance of common stock | ​ | ​ | 9,572
Contingent consideration | ​ | ​ | 9,394
Total consideration | ​ | $ | 72,194
The following table summarizes the amounts for the acquired assets recorded at their estimated fair value as of the acquisition date: ​
​ | ​ | ​ | ​
​ | ​ ​ ​ | Burton
​ | ​ | (in thousands)
Current assets | ​ | $ | 19,418
Non-current assets (1) | ​ | ​ | 24
Current liabilities | ​ | ​ | (19,170)
Non-current liabilities | ​ | ​ | (447)
Backlog | ​ | ​ | 3,618
Customer relationships | ​ | ​ | 28,948
Tradename | ​ | ​ | 3,619
Non-compete | ​ | ​ | 3,618
Goodwill | ​ | ​ | 32,566
Net assets acquired | ​ | $ | 72,194
​
| (1) | Excluded from non-current assets are backlog, customer relationships, tradename, non-compete and goodwill.
During the six months ended July 3, 2026, the Company did not make any adjustments to the consideration paid for Burton, and as a result, there were no adjustments to the purchase price allocation for the three months ended July 3, 2026. For the three and six months ended July 3, 2026, there were $0.2 million in acquisition related costs associated with Burton included in other general and administrative expenses in the condensed consolidated statements of comprehensive income. During the three and six months ended July 3, 2026, the acquisition of Burton contributed $27.9 million in revenue and contributed $2.6 million in income from operations. The following unaudited pro forma financial information for the three and six months ended July 3, 2026 and July 4, 2025 assumes that the acquisition of Burton occurred on the first day of the year prior to the year of acquisition: ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Six Months Ended
​ | ​ | July 3, | ​ | July 4, | ​ | July 3, | ​ | July 4,
​ | ​ ​ ​ | 2026 | ​ ​ ​ | 2025 | ​ ​ ​ | 2026 | ​ ​ ​ | 2025
​ | ​ | (in thousands, except per share data)
​ | ​ | (Unaudited)
Pro forma revenue | ​ | $ | 240,611 | ​ | $ | 199,241 | ​ | $ | 424,475 | ​ | $ | 377,395
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Pro forma income (loss) from operations | ​ | $ | 20,497 | ​ | $ | 13,704 | ​ | $ | 30,077 | ​ | $ | 22,628
Pro forma net income (loss) (1) | ​ | $ | 25,318 | ​ | $ | 18,299 | ​ | $ | 36,683 | ​ | $ | 13,235
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Earnings (Loss) per share: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | $ | 1.68 | ​ | $ | 1.27 | ​ | $ | 2.46 | ​ | $ | 0.93
Diluted | ​ | $ | 1.64 | ​ | $ | 1.23 | ​ | $ | 2.38 | ​ | $ | 0.90
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Weighted average shares outstanding: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Basic | ​ | ​ | 15,043 | ​ | ​ | 14,444 | ​ | ​ | 14,891 | ​ | ​ | 14,298
Diluted | ​ | ​ | 15,423 | ​ | ​ | 14,917 | ​ | ​ | 15,404 | ​ | ​ | 14,778
​
| (1) | Adjustments to pro forma net income included income from operations, amortization and interest expense.
This pro forma supplemental information does not purport to be indicative of what the Company’s operating results would have been had this acquisition occurred on the first day of the year prior to the year of acquisition and may not be indicative of future operating results. Acquisition of Compass Municipal Advisors, LLC. On January 2, 2026, (the “Compass Closing Date”), the Company acquired all the equity of Compass Municipal Advisors, LLC. (“Compass”). Compass is a full service municipal advisory firm providing a broad range of financial services to municipalities across the Southeast. Compass’ financial information is included within the Company’s Engineering and Consulting segment beginning in the last day of the Company’s fourth quarter of fiscal year 2025. The Company agreed to pay (i) $3.5 million in cash on the Compass Closing Date (subject to holdbacks and adjustments) and (ii) up to $1.0 million in cash if Compass exceeds certain financial targets during the one year after the Compass Closing Date; for a potential maximum purchase price of $4.5 million. The Company used cash on hand to fund the initial purchase price on the Compass 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 Compass’ assembled workforce. The Company estimates that the entire goodwill balance resulting from the acquisition will be tax deductible. As of July 3, 2026, the purchase price allocation is preliminary and subject to change within the measurement period (not to exceed twelve months following the Compass Closing Date) and is primarily comprised of $2.0 million in customer relationships, and $2.0 million in goodwill. The areas of the purchase price allocation that are not yet finalized relate primarily to contingent consideration valuation, intangible assets, and goodwill. During the three and six months ended July 3, 2026, Compass’ contribution to revenue and net income were not material to the Company’s consolidated financial statements. In addition, the proforma financial information has not been presented because the impact of the acquisition was not material to the condensed financial statements. ​

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