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Note 6 - Acquisitions
9 Months Ended
Sep. 26, 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 or that if it does make acquisitions, such acquisitions will be successful.
 
Future Contingent Payments
As of
September 26, 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
September 26, 2020
as follows:
 
Fiscal Year Ending
 
Total
 
January 2, 2021 (after September 26, 2020)
  $
-
 
January 1, 2022
   
500
 
December 31, 2022
   
2,322
 
Estimated future contingent consideration payments
  $
2,822
 
 
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
September 26, 2020
are capped at a cumulative maximum of
$5.7
million. The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of
September 26, 2020. 
During the
thirty-nine
week period ended
September 26, 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
due to the lack of observable market inputs. Changes in fair value are 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 condensed 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 condensed consolidated statements of comprehensive (loss) income.
 
The Company paid
$0.3
million of contingent consideration during the
thirty-nine
week period ended
September 26, 2020
and paid
$0.6
million during the
thirty-nine
week period ended
September 28, 2019.