Business Combinations

12 Months Ended

Dec. 28, 2019

In March 2017, we purchased 100% of the outstanding stock of NVIS, Inc. ("NVIS") , "), a producer of virtual reality systems for 3D applications, for $3.7 million. In addition to the $3.7 million the former selling shareholders of NVIS could earn an additional $2.0 million for meeting certain operating performance milestones through March of 2020. As of December 28, 2019, we estimate that the former owners have earned approximately $1.8 million of the $2.0 million. In 2019, the Company made payments of $1.3 million to the former selling shareholders of NVIS for meeting certain operating performance milestones and the Company may be required to pay an additional $0.7 million if additional milestones are met and the selling shareholders remain employed with NVIS through March 2020. As there is a requirement to remain employed to earn the contingent payments, these contingent payments are being treated as compensation expense.

The identifiable assets acquired and liabilities assumed at the acquisition date have been recognized at fair value. The allocation of the purchase price as of the acquisition date is as follows:



Cash and marketable securities	$	2,600
Accounts receivable	490,700
Inventory	768,400
Other identifiable assets	46,800
Order backlog	840,000
Customer relationships	1,000,000
Developed technology	460,000
Trademark portfolio	160,000
Current liabilities	(480,500		)
Net deferred tax liabilities	(1,084,000		)
Goodwill	1,489,000
Total	$	3,693,000

Goodwill represents the recording of the excess of the purchase price over the fair values of the net tangible assets acquired. No significant adjustments were recorded to the purchase price allocation during the measurement period. During the fourth quarter of 2017, we finalized the fair values of the acquired assets and liabilities.

The identified intangible assets are being amortized on a straight-line basis over the following lives, in years:



Order backlog	1
Customer relationships	2
Developed technology	2
Trademark portfolio	2

In conjunction with the acquisition, the Company recorded deferred tax liabilities of approximately $1.1 million associated with the future non-deductible amortization of the intangible assets. These deferred tax liabilities can be used to offset the Company’s net deferred tax assets. The Company reduced the valuation allowance on its net deferred tax assets in the amount of $1.1 million and such reduction was recognized as a benefit for income taxes for 2017. Acquisition expenses were approximately $0.2 million for the fiscal year ended 2017 and were recorded in selling, general and administration expenses.

The following unaudited supplemental pro forma disclosures are provided for the fiscal year ended December 30, 2017. All intercompany transactions have been eliminated.



Fiscal year ended	2017
Revenues	$	28,477,870
Net loss	(26,302,840		)
Basic and diluted earnings per share	$	(0.38	)