XML 52 R36.htm IDEA: XBRL DOCUMENT v3.25.0.1
ACQUISITIONS (Tables)
12 Months Ended
Dec. 29, 2024
Business Combinations [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed
The purchase price has been allocated to the assets acquired and liabilities assumed as of the date of acquisition as follows (in thousands):
Accounts receivable$3,734 
Prepaid expenses and other assets118 
Property and equipment, net83 
Right-of-use asset - operating leases1,528 
Intangible assets13,484 
Goodwill (deductible tax basis of $26.1 million)26,610 
Current liabilities assumed(1,787)
Lease liability - operating leases(1,528)
Total net assets acquired$42,242 
Cash$33,940 
Hold back1,000 
Convertible Note4,368 
Common stock3,351 
Working capital adjustment(417)
Total fair value of consideration transferred for acquired business$42,242 
The final purchase price has been allocated to the assets acquired and liabilities as follows (in thousands):
PreliminaryAdjustmentsFinal
Accounts receivable$3,452 $24 $3,476 
Prepaid expenses and other assets— 72 72 
Property and equipment, net— 145 145 
Right-of-use asset - operating leases141 — 141 
Intangible assets11,468 293 11,761 
Goodwill (no deductible tax basis)3,836 (437)3,399 
Current liabilities assumed(2,471)(150)(2,621)
Lease liability - operating leases(140)55 (85)
Total net assets acquired$16,286 $$16,288 
Cash$6,800 
Hold back, working capital*350 
Hold back, indemnities* 850 
Working capital adjustment*679 
Fair value of contingent consideration7,609 
Total fair value of consideration transferred for acquired business$16,288 
*Included in Other current liabilities
Allocation of Intangible Assets
The allocation of the intangible assets is as follows (in thousands):
 Estimated Fair
Value
Estimated 
Useful Lives
Covenants not to compete$50 5 years
Client partner list13,434 10 years
Total$13,484  
The allocation of the intangible assets is as follows (in thousands):
 Estimated Fair
Value
Estimated 
Useful Lives
Covenants not to compete$356 5 years
Client partner list11,235 10 years
Computer software170 5 years
Total$11,761  
Business Acquisition, Pro Forma Information
The Company estimates what would have been reported if the revenues and net loss from continuing operations of the Horn Solutions and Arroyo Consulting acquisition had taken place on the first day of the Company’s Fiscal 2023 (in thousands, except income per share): 
December 31,
2023
January 1,
2023
Revenues$320 $346 
Gross profit$114 $123 
Net loss from continuing operations$(10)$13 
Net loss per share from continuing operations:
Basic$(0.88)$1.29 
Diluted$(0.88)$1.29