Note 6 - Acquisitions

6 Months Ended

Jun. 30, 2012

Business Combination Disclosure [Text Block]

6.    Acquisitions

General

The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future 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 Payments

As of June 30, 2012, the Company had 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 and was included in the allocation of the purchase price.  The amount actually paid may substantially exceed that original estimated fair value.

The Company’s outstanding Deferred Consideration which relate to the PSG acquisition obligations potentially due as of and after June 30, 2012 could, if certain objectives are achieved, result in the following maximum Deferred Consideration payments:

Period Ending	Amount
December 29, 2012	$	11
December 28, 2013		184
Maximum deferred consideration	$	195

The Company does not believe that future Earnouts paid to PSG, if any, are likely to be material.  The Company’s estimate of the fair value of the total future contingent consideration (Deferred Consideration plus Earnouts, if any) expected to be paid to PSG is $195 at June 30, 2012, which is reflected as the contingent consideration on the accompanying balance sheet.

During the twenty-six week period ended June 30, 2012, the Company reduced its liability for contingent consideration by $43, which is reflected in other income.  No consideration was paid during the twenty-six week periods ended June 30, 2012 and July 2, 2011.

As more fully described in Note 18 Subsequent Events, the Company acquired the operating assets of BGA, LLC, a New Jersey limited liability company.