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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Summary of Provisional Estimates, Final adjustments and Preliminary Calculations of the Fair Values of Assets Acquired and Liabilities Assumed

The following summarizes the preliminary calculations of the fair values of Surdex assets acquired and liabilities assumed as of the acquisition date (in thousands):


(in thousands)	Surdex
Assets:
Accounts Receivable, net	$	4,052
Contract assets	3,312
Prepaid and other current assets	2,174
Property and equipment, net	15,085
Operating lease, right-of-use assets	1,030
Goodwill	17,248
Other intangible assets	12,900
Total assets acquired:	$	55,801
Liabilities:
Accounts payable and accrued liabilities, current portion	$	3,938
Contract liabilities	772
Other non-current obligations	10,689
Operating lease obligation, less current portion	1,030
Deferred tax liability	6,952
Total liabilities assumed:	$	23,381
Net assets acquired:	$	32,420
Cash flow reconciling items:
Issuance of common stock as partial consideration	(16,536)
Cash paid for acquisition, net of cash acquired	$	15,884

The following summarizes the preliminary calculations of the fair values of the other 2024 acquisition assets acquired and liabilities assumed as of the acquisition date (in thousands):


(in thousands)	2024
Assets:
Accounts Receivable, net	$	5,757
Contract assets	2,468
Prepaid and other current assets	201
Property and equipment, net	685
Operating lease, right-of-use assets	2,681
Goodwill	20,623
Other intangible assets	13,531
Other assets	118
Total assets acquired:	$	46,064
Liabilities:
Accounts payable and accrued liabilities, current portion	$	1,370
Contract liabilities	$	2,705
Other non-current obligations	$	9,954
Operating lease obligation, less current portion	$	2,681
Deferred tax liability	3,126
Total liabilities assumed:	$	19,836
Net assets acquired:	$	26,228
Cash flow reconciling items:
Issuance of common stock as partial consideration	(17,780)
Cash paid for acquisitions, net of cash acquired	$	8,448

The purchase price allocations at fair value, for 2023 acquisitions as of December 31, 2023 are presented below:


(in thousands)	2023
Assets:
Accounts Receivable, net	$	10,112
Contract assets	6,334
Prepaid and other current assets	361
Property and equipment, net	1,952
Operating lease, right-of-use assets	7,078
Goodwill	43,900
Other intangible assets	27,361
Other assets	44
Total assets acquired:	$	97,142
Liabilities:
Accounts payable and accrued liabilities, current portion	$	3,228
Contract liabilities	4,891
Other non-current obligations	24,222
Operating lease obligation, less current portion	7,078
Deferred tax liability	5,787
Total liabilities assumed:	$	45,206
Net assets acquired:	$	51,936
Cash flow reconciling items:
Issuance of common stock as partial consideration	(26,133)
Cash paid for acquisitions, net of cash acquired	$	25,803

The following table summarizes the preliminary purchase price allocation at fair value for identifiable intangible assets acquired in 2024 and 2023:


	2024		Weighted-Average Life	2023		Weighted-Average Life
Customer relationships	$	20,540	12.51	$	20,050	10.45
Contract rights	5,790		1.42	6,980		1.18
Favorable leaseholds	101		5.50	331		7.76
Total	$	26,431		$	27,361

Summary of Results of Operations of Businesses Acquired From Their Respective Dates of Acquisitions

The following table presents the results of operations of Surdex since the date of acquisition for the year ended December 31, 2024 (in thousands):


	For the Year Ended December 31, 2024
Gross Contract Revenue1	$	20,708
Pre-tax Net Loss2	$	66

1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired company. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized.

2 Pre-tax Net Income excludes corporate overhead allocation.

The following table presents the results of operations of companies acquired during 2024 (excluding Surdex) from their respective dates of acquisition for the year ended December 31, 2024 (in thousands):


	For the Year Ended December 31, 2024
Gross Contract Revenue1	$	21,741
Pre-tax Net Income2	$	3,973

1 Gross contract revenue includes adjustments as required by ASC 606, Revenue from Contracts with Customers based on opening balance sheet provided by the acquired companies. There is no assurance these adjustments will be consistent in future periods. Opening balance sheet balances are subject to adjustment prior to being finalized.

2 Pre-tax Net Income excludes corporate overhead allocation.

Summary of Unaudited Proforma Results

The unaudited pro forma results are presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands):


	For the Year Ended
	December 31, 2024		December 31, 2023
Gross Contract Revenue 3	$	432,581	$	376,308
Pre-tax Net Loss	$	9,714	$	6,221

3Gross contract revenue in these pro forma financials does not conform to GAAP as required by ASC 606, Revenue from Contract with Customers, as it is impracticable to obtain the historical information necessary to apply this accounting standard. The historical estimates required to be able to accurately determine the percent complete accounting on the contracts that comprise the revenue is not available for the required periods.

The unaudited pro forma results are

presented for informational purposes only and are not meant to represent actual operating results that would have been achieved had the related events occurred on such date (in thousands):


	For the Year Ended
	December 31, 2024		December 31, 2023
Gross Contract Revenue 3	$	442,345	$	379,909
Pre-tax Net Loss	$	7,162	$	5,686