Note 6 - Acquisitions

9 Months Ended

Oct. 01, 2011

Business Combination Disclosure [Text Block]

6. Acquisitions

General

The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant contingent consideration.  In general, the future contingent consideration amounts have fallen into one of two categories: (a) Deferred Consideration - fixed amounts due if the acquisition achieves a base level of earnings which has been determined at the time of acquisition and (b) Earnouts – amounts payable that are not fixed and are based on the growth in excess of the base level earnings.

Future Contingent Consideration

The Company has one active acquisition agreement relating to the acquisition of the assets of Project Solutions Group, Inc. (“PSG”) in 2009 whereby future contingent consideration may be earned and paid.  The Company, at the time of the PSG acquisition, determined that the fair value of the total future contingent consideration (Deferred Consideration and Earnouts) associated with the PSG acquisition was approximately $0.4 million.  The amount actually paid, if any, may substantially exceed the estimated fair value.

The Company’s outstanding Deferred Consideration obligations potentially due after October 1, 2011, which relate to the PSG acquisition, could result in the following maximum Deferred Consideration payments:

Period Ending	Amount
December 31, 2011		$48
December 29, 2012		164
December 28, 2013		184
Maximum deferred consideration		$396

The Company cannot predict future Deferred Consideration payments with any certainty.  Earnouts, if any, cannot be estimated with any certainty and as such are not included above.  Future Earnouts paid, if any, are not likely to be material.  The Company’s estimate of the fair value of the total future contingent consideration to be paid to PSG is $275 at October 1, 2011 and $366 at January 1, 2011, which is reflected as the contingent consideration on the accompanying balance sheet.