Note 6 - Acquisitions

3 Months Ended

Mar. 31, 2018

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

March 31, 2018,

the Company had

six

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”);

4

) effective

December 31, 2016,

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

5

) effective

April 16, 2017

the Company acquired certain assets of R.A.F. Services, Inc. (“RAF”) and

6

) effective

October 1, 2017,

the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR”). The Company estimates future contingent payments at

March 31, 2018

as follows:

Fiscal Years Ending	Total
December 29, 2018 (after March 31, 2018)	$	741
December 28, 2019		625
January 2, 2021		725
Estimated future contingent consideration payments	$	2,091

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 cumulative maximum of

$4.1

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

March 31, 2018. 

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.  There has been

no

change in the fair value of contingent consideration for the

thirteen

week period ended

March 31, 2018.

The Company did

not

pay contingent consideration during the

thirteen

week period ended

March 31, 2018

and paid

$8

for the

thirteen

week period ended

April 1, 2017.

RAF

Effective

April 16, 2017,

the Company acquired the business operations of 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:

1

) assumed liabilities of

$123;

and

2

) estimated contingent consideration of

$10

was paid in fiscal

2017.

PSR

Effective

October 1, 2017

the Company acquired all of the stock of PSR. PSR was established in Serbia in

2006

and specializes in the design and engineering associated with high voltage substations, design engineering for electrical equipment in power plants,

3D

modeling, commissioning, site supervision and other engineering services for clients in Europe, North America, South America and the Middle East. At the time of acquisition, PSR had a highly trained staff of approximately

30

engineers. PSR has acted as a subcontractor to the Company for over

three

years. The total purchase price of

$3,248

included cash at closing of

$1,000,

estimated contingent consideration of

$1,763

and

$485

due to seller upon realization of net working capital recorded at closing. As part of the working capital recorded at closing, the Company received cash of

$237.

The Company allocated

$58

to fixed assets and the balance to goodwill.