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Business Acquisitions and Investments
12 Months Ended
Dec. 28, 2019
Business Combinations [Abstract]  
Business Acquisitions and Investments

3. Business Acquisitions and Investments

Flight Systems Automotive Group LLC

On August 31, 2018, we acquired 100% of the outstanding stock of Flight Systems Automotive Group LLC (“Flight Systems” or “Flight”), a privately-held manufacturer and remanufacturer of complex automotive electronics and diesel fuel system components, based in Lewisberry, Pennsylvania. The purchase price was $27.5 million. We believe complex electronics components represent important growth opportunities for us and Flight’s product portfolio delivers valuable alternatives to aftermarket professionals.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill.

In connection with this acquisition, we recorded $7.4 million in goodwill, $4.1 million of identified intangibles, and $16.0 million of other net assets, primarily $2.0 million of accounts receivables, $8.4 million of inventory, $4.4 million of fixed assets, and $1.2 million of net other assets and liabilities. During the year ended December 28, 2019, we recorded measurement and period adjustments of approximately $1.9 million to increase goodwill, $0.7 million to decrease inventory, and $1.2 million to decrease identified intangibles. These measurement period entries are included in the balances above. Our measurement period adjustments for Flight were complete as of December 28, 2019.

The valuation of the intangible assets acquired and related amortization periods are as follows:

 

(in thousands)

 

Valuation

 

 

Amortization Period (in years)

 

Customer relationships

 

$

3,400

 

 

 

8

 

Tradenames

 

 

460

 

 

 

5

 

Other

 

 

240

 

 

 

5

 

     Total

 

$

4,100

 

 

 

 

 

 

The fair values of the Customer relationships and Tradenames were estimated using a discounted present value income approach.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of Flight and other factors. The goodwill is expected to be deductible for tax purposes.

The financial results of the acquisition have been included in the Consolidated Financial Statements since the date of acquisition.

MAS Automotive Distribution Inc.

On October 26, 2017, we acquired 100% of the outstanding stock of MAS Automotive Distribution Inc. (“MAS Industries” or “MAS”), a privately-held manufacturer of premium chassis and control arms based in

Montreal, Canada. The purchase price was $67.2 million net of $3.3 million of cash acquired and including contingent consideration and other purchase price adjustments.

The Company believes MAS is complementary to our business and growth strategy. We see opportunities to leverage MAS’ existing presence in the automotive aftermarket, as well as our product development capabilities and financial resources to accelerate the growth of MAS’ premium chassis and control arms.

We have included the results of MAS in our Consolidated Financial Statements since the acquisition date of October 26, 2017. The Consolidated Statement of Operations for the year ended December 29, 2018 includes $40.3 million of net sales and an immaterial amount of net income related to MAS. The Consolidated Balance Sheets presented reflect the acquisition of MAS Industries, effective October 26, 2017.

The following table summarizes the preliminary fair value of the total consideration at October 26, 2017:

 

(in thousands)

 

Total Acquisition Date Fair Value

 

Cash consideration (net of $3.3 million cash received)

 

$

56,859

 

Contingent cash consideration

 

 

7,982

 

Seller liability assumed

 

 

896

 

Working capital adjustment

 

 

1,486

 

Total consideration assigned to net assets acquired

 

$

67,223

 

Included in the table above is $8.0 million of estimated contingent payments which represented the acquisition date fair value of the estimated payments which will become due if certain sales thresholds are achieved through December 2020. The fair value of the contingent cash consideration was estimated by using an option pricing model framework, which represents our own assumptions and data, and is based on our best available information. As of December 28, 2019, we had $5.6 million recorded related to this payment. During fiscal 2019, the Company reduced this accrual by approximately $2.3 million from the December 29, 2018 ending accrual amount of $7.9 million. The decrease was primarily due to an update made to assumptions utilized in the determination of the fair value of the estimated expected payments, specifically forecasted net sales attributable to the earnout period, which resulted in a $2.6 million reduction in the ending accrual, which reduced Selling, General and Administrative expenses in fiscal 2019. This amount was offset by $0.3 million of accretion which was also included in Selling, General and Administrative expenses in fiscal 2019. The maximum contingent payment would be $11.7 million. Additionally, during fiscal 2018, we finalized working capital and other purchase price adjustments based on the MAS standalone audited 2017 financial statements, resulting in a payment to the former shareholder of $1.5 million. This amount had previously been accrued on our Consolidated Balance Sheet.

The transaction was accounted for as a business combination under the acquisition method of accounting. Accordingly, the assets acquired and liabilities assumed were recorded at fair value, with the remaining purchase price recorded as goodwill. The following table summarizes the fair values of the assets acquired and liabilities assumed as of October 26, 2017 (in thousands):

(in thousands)

 

October 26, 2017

(As initially reported)

 

 

Measurement period adjustments

 

 

October 26, 2017

(As adjusted)

 

Current assets (net of $3.3 million cash received)

 

$

21,756

 

 

$

90

 

 

$

21,846

 

Property, plant and equipment

 

 

1,615

 

 

 

-

 

 

 

1,615

 

Intangible assets

 

 

20,440

 

 

 

-

 

 

 

20,440

 

Goodwill

 

 

35,624

 

 

 

(193

)

 

 

35,431

 

     Total assets acquired

 

 

79,435

 

 

 

(103

)

 

 

79,332

 

Current liabilities

 

 

5,691

 

 

 

(50

)

 

 

5,641

 

Long-term liabilities

 

 

6,468

 

 

 

-

 

 

 

6,468

 

     Total liabilities assumed

 

 

12,159

 

 

 

(50

)

 

 

12,109

 

Net assets acquired

 

$

67,276

 

 

$

(53

)

 

$

67,223

 

 

Our measurement period adjustments for MAS were complete as of September 29, 2018.

 

 

The valuation of the intangible assets acquired and related amortization periods are as follows:

(in thousands)

 

Valuation

 

 

Amortization Period (in years)

Customer relationships

 

$

14,840

 

 

8-12

Tradenames

 

 

5,600

 

 

15

     Total

 

$

20,440

 

 

 

The fair values of the Customer relationships and Tradenames were estimated using a discounted present value income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, we used cash flows discounted at rates ranging from 15% to 17%, which were considered appropriate given the inherent risks associated with each type of asset. We believe that the level and timing of cash flows appropriately reflect market participant assumptions.

The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing automotive aftermarket businesses, the assembled workforce of MAS and other factors. The goodwill is expected to be deductible for tax purposes.

On January 27, 2017 we acquired a 33% minority equity interest in a supplier for $10.0 million. We are accounting for our interest using the equity method of accounting, as our investment gives us the ability to exercise significant influence, but not control, over the supplier.

On January 6, 2017, we acquired certain assets of Ingalls Engineering Company, Inc., a chassis and suspension business, primarily to expand our product portfolio. The purchase price was $4.8 million, comprised of $3.1 million of cash and $1.7 million of estimated contingent payments as of the date of acquisition. The contingent payment arrangement is based upon future net sales of the acquired business. In connection with this acquisition, we have completed our purchase price allocation procedures and recorded $2.8 million in goodwill and other intangible assets and $2.0 million of other net assets. All the intangible assets resulting from the asset purchase are expected to be deductible for tax purposes. The financial results of the acquisition have been included in the Consolidated Financial Statements since the acquisition date. During fiscal 2018, the Company reassessed the accrual for the contingent payments, resulting in a reduction of the accrual by $2.1 million, which reduced Selling, General and Administrative expenses in fiscal 2018, due to an update made to assumptions utilized in the determination of the fair value of the estimated expected payments, specifically forecasted net sales attributable to the earnout period. As of December 28, 2018, the Company did not have an accrual for these contingent payments.