Note 6 - Acquisitions

3 Months Ended

Apr. 01, 2017

Notes to Financial Statements

Business Combination Disclosure [Text Block]

6. Acquisitions

The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future contingent consideration. The Company gives no assurance that it will make acquisitions in the future and if they do make acquisitions gives no assurance that such acquisitions will be successful.

Future Contingent Payments

As of

April

1,

2017,

the Company had

four

active acquisition agreements whereby additional contingent consideration

may

be earned by the former shareholders:

1)

effective

July

1,

2012

the Company acquired certain assets of BGA, LLC (“BGA”);

2)

effective

August

1,

2014

the Company acquired all of the stock of Point Comm, Inc. (“PCI”);

3)

effective

July

5,

2015,

the Company acquired certain assets of Substation Design Services, LLC (“SDS”); and

4)

effective

December

31,

2016,

the Company acquired certain assets of Allied Health Professionals, LLC (“AHP”). The Company estimates future contingent payments at

April

1,

2017

as follows:

Fiscal Year	Total
December 30, 2017 (after April 1, 2017)	$	1,053
December 30, 2018		170
Estimated future contingent consideration payments	$	1,223

Estimates of future contingent payments are subject to significant judgment and actual payments

may

materially differ from estimates. Future contingent payments to be made to BGA, PCI, SDS and AHP are capped at cumulative maximums of

$0.7

million,

$1.1

million,

$1.5

million and

$0.1

million, respectively. The Company estimates future contingent consideration in payments based on forecasted performance and recorded at the net present value of those expected payments as of

April

1,

2017.

The measurement is based on significant inputs that are not observable in the market, which “Fair Value Measurements and Disclosures” (ASU Topic

820

-

10

-

35)

refers to as Level

3

inputs.

The Company paid

$8

and

$35

in contingent consideration during the

thirteen

week periods ended

April

1,

2017

and

April

2,

2016,

respectively.

AHP

Effective

December

31,

2016,

the Company acquired the business operations of Allied Health Professionals, LLC (“AHP”). AHP was a Chicago area healthcare staffing company providing physical therapists, occupational therapists and speech language pathologists to hospitals, rehabilitation centers, schools and outpatient programs. The Company expects the AHP acquisition to complement its Chicago area operations which formerly provided primarily nurses to the Chicago Public School system. AHP will add new clients and expand the Company’s service offerings in the Chicago area. The purchase price for AHP was

$695

,

all of which was allocated to goodwill, payable as follows:

1)

cash of

$275

paid in

January

2017;

2)

an unsecured note payable of

$280

to be paid in quarterly installments through

October

2018;

and

3)

maximum contingent consideration of

$140

tied to certain gross profit targets and, if earned, payable in

2018.