6.	Acquisitions

The Company has acquired numerous companies throughout its history and those acquisitions have generally included significant future contingent consideration. The Company gives

assurance that it will make acquisitions in the future and if they do make acquisitions gives

assurance that such acquisitions will be successful.

Future Contingent Payments

As of

July 1, 2017,

the Company had

five

active acquisition agreements whereby additional contingent consideration

may

be earned by the former shareholders:

) effective

July 1, 2012

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

) effective

August 1, 2014

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

) effective

July 5, 2015,

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

) effective

December 31, 2016,

the Company acquired certain assets of Allied Health Professionals, LLC (“AHP”) and

) effective

April 16, 2017

the Company acquired certain assets of R.A.F. Services, Inc. (“RAF”). The Company estimates future contingent payments at

July 1, 2017

as follows:

Fiscal Year	Total
December 30, 2017 (after July 1, 2017)	$	1,525
December 30, 2018		240
Estimated future contingent consideration payments	$	1,765

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

may

materially differ from estimates. Potential future contingent payments to be made to all active acquisitions are capped at a cumulative maximum of

$3.2

million. 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

July 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

) refers to as Level

inputs.

The Company paid

$0.3

and

$0.7

million in contingent consideration during the

twenty-six

week periods ended

July 1, 2017

and

July 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:

) cash of

$275

paid in

January 2017;

) an unsecured note payable of

$280

to be paid in quarterly installments through

October 2018;

and

) maximum contingent consideration of

$140

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

2018.

RAF

Effective

April 16, 2017,

the Company acquired the business operations of RAF Services, Inc. (“RAF”). RAF has been in business since

1991

as a multi-disciplined engineering and consulting and design company headquartered on Long Island. The firm has been providing Engineering, Design, Permitting, Inspection and Construction Management services to the utility, industrial, commercial, and property management industries. RAF specializes in turnkey above ground tank inspection, repair and cleaning services, as well as concrete, steel, masonry, and roofing routine maintenance inspection and design. The purchase price for RAF was

$133

all of which was allocated to goodwill as follows:

) assumed liabilities of

$123;

) estimated contingent consideration of

$10,

expected to be paid in fiscal

2018.