Note 6 - Acquisitions

6 Months Ended

Jun. 27, 2020

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

June 27, 2020,

the Company had

two

active acquisition agreements whereby additional contingent consideration

may

be earned by the former shareholders:

1

) effective

October 1, 2017,

the Company acquired all of the stock of PSR Engineering Solutions d.o.o. Beograd (Voždovac) (“PSR”) and

2

) effective

September 30, 2018,

the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, “TKE”). The Company estimates future contingent payments at

June 27, 2020

as follows:

Fiscal Year Ending	Total
January 2, 2021 (after June 27, 2020)	$	-
January 1, 2022		500
December 31, 2022		2,286
Estimated future contingent consideration payments	$	2,786

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 after

June 27, 2020

are capped at a cumulative maximum of

$6.3

million. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of

June 27, 2020. 

During the

twenty-six

week period ended

June 27, 2020,

the Company measured contingent consideration at fair value on a non-recurring basis. Contingent consideration related to acquisitions are recorded at fair value (level

3

) with changes in fair value recorded in other (expense) income, net.

For acquisitions that involve contingent consideration, the Company records a liability equal to the fair value of the estimated contingent consideration obligation as of the acquisition date. The Company determines the acquisition date fair value of the contingent consideration based on the likelihood of paying the additional consideration. The fair value is estimated using projected future operating results and the corresponding future earn-out payments that can be earned upon the achievement of specified operating objectives and financial results by acquired companies using Level

3

inputs and the amounts are then discounted to present value. These liabilities are measured quarterly at fair value, and any change in the fair value of the contingent consideration liability is recognized in the consolidated statements of comprehensive (loss) income. During the measurement period, which

may

be up to

one

year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding adjustment to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recognized in the consolidated statements of comprehensive (loss) income.

The Company paid

$0.3

million of contingent consideration during the

twenty-six

week period ended

June 27, 2020

and paid

$0.6

million during the

twenty-six

week period ended

June 29, 2019.