Note 6 - Acquisitions and Divestitures

6 Months Ended

Jul. 01, 2023

Notes to Financial Statements

Business Combination Disclosure [Text Block]

6.     Acquisitions and Divestitures

Future Contingent Payments

As of July 1, 2023, the Company had two active acquisition agreements whereby additional contingent consideration may be earned by the sellers: 1) effective September 30, 2018, the Company acquired certain assets of Thermal Kinetics Engineering, PLLC and Thermal Kinetics Systems, LLC (together, “TKE”), and 2) effective October 2, 2022, the Company acquired certain assets of TalentHerder LLC. The Company estimates future contingent payments at July 1, 2023 as follows:

	Total
The four quarters following July 1, 2023	$	300
Thereafter		1,671
Estimated future contingent consideration payments	$	1,971

Future Contingent Payments (Continued)

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 operations. 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 operations.

Estimates of future contingent payments are subject to significant judgment and actual payments may materially differ from estimates.  The Company estimates future contingent consideration payments based on forecasted performance and recorded the fair value of those expected payments as of July 1, 2023.  Contingent consideration related to acquisitions is recorded at fair value (level 3) with changes in fair value recorded in other (expense) income, net.

Potential future contingent payments to be made to all active acquisitions after July 1, 2023 are capped at a cumulative maximum of $11.6 million. The Company paid $0.5 million and $0.1 million of contingent consideration during the twenty-six weeks ended July 1, 2023 and July 2, 2022, respectively.  The contingent consideration paid in the twenty-six weeks ended July 1, 2023 included $0.1 million of the Company's common stock.