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Commitments and Contingencies
12 Months Ended
Dec. 28, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

11. Commitments and Contingencies

Shareholders’ Agreement. A shareholders’ agreement was entered into in September 1990 and amended and restated on July 1, 2006. Under the agreement, each of the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman, Fred Berman, Deanna Berman and additional shareholders named in the agreement has, among other things, granted the others of them rights of first refusal, exercisable on a pro rata basis or in such other proportions as the exercising shareholders may agree, to purchase shares of our common stock which any of them, or upon their deaths their respective estates, proposes to sell to third parties. We have agreed with these shareholders that, upon their deaths, to the extent that any of their shares are not purchased by any of these surviving shareholders and may not be sold without registration under the Securities Act of 1933, as amended (the "1933 Act"), we will use our best efforts to cause those shares to be registered under the 1933 Act. The expenses of any such registration will be borne by the estate of the deceased shareholder. The additional shareholders that are a party to the agreement are trusts affiliated with the late Richard Berman, Steven Berman, Jordan Berman, Marc Berman or Fred Berman, or each person’s respective spouse or children.

CBP Matter. During 2019, we voluntarily commenced an internal review into our product import classifications after discovering that we previously misclassified certain products that we imported into the United States. We also informed United States Customs & Border Protection (“CBP”) that we were commencing a voluntary disclosure process with CBP where, after completing our internal review, we would voluntarily disclose to CBP any identified product misclassifications and reimburse CBP for any resulting underpayment of duties. Since discovering the misclassifications, we have taken corrective actions with respect to the ongoing classification of our products and payment of duties on products being imported into the United States.

Through our internal review, we identified misclassifications resulting in both underpayments and overpayments of duties to CBP. As of the date of this filing, our internal review is substantially complete. Since we are voluntarily reporting to CBP through a prior disclosure process, we believe our liability to CBP in that prior

disclosure process will be limited to the unpaid duties, after deducting the overpayment of duties, and interest on such net unpaid duties for the last five years, which is the applicable statute of limitations. The Company recorded an estimated net charge of $2.8 million in its Statement of Operations for the year ended December 28, 2019, which represents the Company’s estimated underpayments of duties to CBP due to misclassifications after deducting estimated overpayments of duties to CBP due to misclassifications, plus applicable interest. The estimated net charge is reported between Cost of Goods Sold of $2.4 million and Selling, General and Administrative expenses representing estimated interest on the amounts owed to CBP of $0.4 million. The charge is reported in Other Long-Term liabilities since the ultimate resolution of the misclassifications with CBP is uncertain and is not expected to be resolved within the next twelve months.

We expect to complete our internal review and make our initial prior disclosure submission to CBP in the first six months of 2020. However, the process of finalizing our prior disclosure with CBP may be iterative. We intend to work cooperatively with CBP in connection with the prior disclosure process and expect to complete the prior disclosure process with CBP and pay all required amounts within 18 months of our initial prior disclosure submission.

Other Contingencies. We are a party to or otherwise involved in legal proceedings that arise in the ordinary course of business, such as various claims and legal actions involving contracts, employment claims, competitive practices, intellectual property infringement, product liability claims and other matters arising out of the conduct of our business. In the opinion of management, none of the actions, individually or in the aggregate, taking into account relevant insurance coverage, would likely have a material financial impact on the Company and we believe the range of reasonably possible losses from current matters, taking into account relevant insurance coverage, is immaterial. However, legal matters are subject to inherent uncertainties and there exists the possibility that the ultimate resolution of any of these matters could have a material adverse impact on the Company’s cash flows, financial position and results of operations in the period in which any such effects are recorded.