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BUSINESS ACQUISITIONS | 12 Months Ended
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Dec. 30, 2017
BUSINESS ACQUISITIONS [Abstract] |
BUSINESS ACQUISITIONS | 3. Business Acquisitions On April 3, 2017, the Company completed the Velvac Acquisition for $39.5 million and earnout consideration contingent upon Velvac achieving minimum earning performance levels with the amount of any such earnout consideration based on a specified percentage (7.5% or 15%) of sales of Velvac's new proprietary Road-iQ product line (the "Earnout Consideration") measured over annual calculation periods through April 2022, as set forth in the Securities Purchase Agreement, subject to certain customary post-closing adjustments. Velvac is a premier designer and manufacturer of proprietary vision technology for original equipment manufacturers serving the heavy-duty and medium-duty truck, motorhome, and bus markets. The adjusted goodwill of $17,341,000 arising from the Velvac Acquisition consists of the difference between the consideration paid and the fair value of the assets and liabilities acquired. None of the goodwill recognized is expected to be deductible for income tax purposes. The following table summarizes the consideration paid for Velvac and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date, as well as the fair value at the acquisition date. At April 3, 2017:
Consideration |  |  |
Cash |  | $ | 4,078,000 |
Debt |  |  | 36,000,000 |
Contingent consideration arrangement |  |  | 2,070,000 |
|  | $ | 42,148,000 |
Recognized amounts of identifiable assets acquired and liabilities assumed |  |  |  |
at fair value |  |  |  |
Accounts receivable |  | $ | 6,063,429 |
Inventory |  |  | 12,992,377 |
Prepaid and other assets |  |  | 494,617 |
Property plant and equipment |  |  | 3,911,767 |
Other noncurrent assets |  |  | 366,401 |
Other intangible assets |  |  | 11,560,000 |
Current liabilities |  |  | (7,720,591 | )
Deferred tax liabilities |  |  | (2,860,946 | )
Total identifiable net assets |  |  | 24,807,054 |
Goodwill |  |  | 17,340,946 |
|  | $ | 42,148,000 |
The Company determined the acquisition date fair value of the contingent consideration obligation using the Income Approach method which is a valuation technique that provides an estimate of the fair value of an asset based on the market participant expectations of the cash flows that an asset would generate over a period of time. The contingent consideration obligation was based on weighted projected cash flows discounted back to present value equivalents at a risk adjusted discount rate. The Velvac earnout is contingent upon the ability of Velvac to reach certain EBITDA targets over the course of the next five years. At each annual period, the Company will revalue the contingent consideration obligation to estimated fair value and record changes in fair value as income or expense in the Company's consolidated statement of operations. Accounts Receivable Acquired receivables are amounts due from customers. Inventories The estimated fair value of inventories acquired included a purchase price adjustment of $1,187,668 above the seller's original cost basis of $11,804,709. The entire amount was charged to cost of sales in the second quarter of 2017. Intangible Assets The estimated fair value of identifiable intangible assets was determined primarily using the Income Approach method which is a valuation technique that provides an estimate of the fair value of an asset based on the market participant's expectations of the cash flows that an asset would generate over its remaining useful life. Some of the more significant assumption inherent in the development of the identifiable intangible assets valuation, from the perspective of a market participant, include the estimate net cash flows for each year for each project or product, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset's life cycle, competitive trends impacting the asset and each cash flow stream as well as other factors. Acquisition Related Expenses Included in general and administrative expenses in the consolidated statements of operations for year ended December 30, 2017 was $863,000 for acquisition expenses.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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