Annual report pursuant to Section 13 and 15(d)

Business Combinations (Tables)

v3.23.1
Business Combinations (Tables)
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed The following table summarizes the fair values of consideration transferred and the fair values of identified assets acquired, and liabilities assumed at the date of acquisition:
Fair Value of Consideration Transferred
Cash $ 9,384 
Hold Back Liability 1,002 
Total Fair Value of Consideration Transferred $ 10,386 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash 169 
Accounts receivable 1,101 
Other current assets 103 
Property and equipment 197 
Identifiable intangible assets
Customer relationships 2,470 
Backlog 280 
Trademark 1,450 
Recognized amounts of identifiable liabilities assumed
Accounts payable (473)
Accrued expenses (152)
Other liabilities (1,397)
Total identifiable net assets $ 3,748 
Goodwill $ 6,638 
The following table summarizes the fair value of consideration transferred and the fair value of identified assets acquired, and liabilities assumed at the date of acquisition, including the impacts of purchase accounting adjustments:
Fair Value of Consideration Transferred
Cash $ 169,173 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash 208 
Accounts receivable 8,502 
Inventories 9,075 
Property and equipment 7,803 
Other assets 29 
Identifiable intangible assets
Customer relationships 26,320 
Backlog 3,130 
Trademark 20,850 
Recognized amounts of identifiable liabilities assumed
Accounts payable (8,012)
Accrued expenses (571)
Other liabilities (887)
Total identifiable net assets $ 66,446 
Goodwill $ 102,727 
The following table summarizes the consideration paid for SSA and the amounts of the assets acquired and liabilities assumed at the acquisition date.

Fair Value of Consideration Transferred
Cash Plus Restricted Cash to be Provided to the Seller $ 6,538 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed
Cash 1,516 
Accounts receivable 1,353 
Inventories 393 
Prepaid expenses and other current assets 629 
Property and equipment 378 
Identifiable intangible assets
Customer relationships 2,347 
Noncompete 120 
Other assets 11 
Recognized amounts of identifiable liabilities assumed
Accounts payable (1,280)
Accrued expenses (679)
Other liabilities (652)
Total identifiable net assets $ 4,136 
Goodwill $ 2,402 
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
Fair Value
 Useful Lives
Customer Relationships
 $ 2,470  15 Years
Backlog
 280  3 Months
Trade Name
 1,450  Indefinite
Identifiable Intangible Assets $ 4,200 
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:

Fair Value
 Useful Lives
Customer Relationships
 $ 26,320  10 Years
Backlog
 3,130  4 Months
Trade Name
 20,850  Indefinite
Identifiable Intangible Assets
 $ 50,300 
Schedule of Pro Forma Information The amounts of revenue and net income of ACT included in the results from the transaction date of August 31, 2021 through January 1, 2022 are as follows:
Periods from September 1, 2021 through January 1, 2022
Revenue $ 3,572 
Net Income
 (869)
The amounts of revenue and net income of DBCI included in the Consolidated Statements of Operations and Comprehensive Income from the transaction date of August 17, 2021 through January 1, 2022 are as follows:
Periods from August 18, 2021 through January 1, 2022
Revenue $ 33,037 
Net Income
 2,820 
The following unaudited pro forma information has been prepared as if the DBCI and ACT acquisitions had taken place on December 29, 2019. The Company prepared the table based on certain estimates and assumptions. These estimates and assumptions were made solely for the purposes of developing such unaudited pro forma information and have not been adjusted to provide period over period comparability.
Year Ended
January 1, December 26,
2022 2020
Revenue $ 809,647  $ 637,239 
Net Income
 44,574  59,232