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Note 6 - Acquisitions
9 Months Ended
Sep. 29, 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.
 
The Company made the following acquisitions during fiscal
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
) contingent consideration of
$10
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.
 
Future Contingent Payments
As of
September 29, 2018,
the Company had
three
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
July 5, 2015,
the Company acquired certain assets of Substation Design Services, LLC (“SDS”); and
3
) 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
September 29, 2018
as follows:
 
Fiscal Years Ending
 
Total
 
December 29, 2018 (after September 29, 2018)
  $
553
 
December 28, 2019
   
450
 
January 2, 2021
   
730
 
Estimated future contingent consideration payments
  $
1,733
 
 
 
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
$2.4
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
September 29, 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
thirty-nine
week period ended
September 29, 2018.
 
The Company paid contingent consideration of
$0.3
million and
$0.8
million during the
thirty-nine
week periods ended
September 29, 2018
and
September 30, 2017,
respectively.