ACQUISITION (Details) (USD $)
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3 Months Ended | 9 Months Ended | |||
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Sep. 29, 2012
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Oct. 01, 2011
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Sep. 29, 2012
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Oct. 01, 2011
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Aug. 21, 2012
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Business Acquisition [Line Items] | |||||
Total purchase price after adjustments at closing | $ 28,054,000 | ||||
Contingent Consideration [Abstract] | |||||
Current portion of contingent consideration | 2,500,000 | 2,500,000 | |||
Controller of Palmer [Member]
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Contingent Consideration [Abstract] | |||||
Term of employment agreement | Pursuant to the Stock Purchase Agreement, the Company has entered into a three-year employment agreement with the current President of Palmer and a one-year employment agreement with the current Controller of Palmer. | ||||
Uses of funds [Abstract] | |||||
Cash paid to escrow agent for the retention of and the termination of the employment Agreement for the Controller | 450,000 | ||||
Lee Var [Member]
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Business Acquisition [Line Items] | |||||
Preacquisition contingency, amount | 1,200,000 | ||||
Contingent Consideration [Abstract] | |||||
Shareholders potential earn-out payment, minimum | 2,500,000 | ||||
Shareholders potential earn-out payment, maximum | 10,500,000 | ||||
Uses of funds [Abstract] | |||||
Cash paid for portion of sellers' investment banker | 500,000 | ||||
Business Acquisition, Purchase Price Allocation [Abstract] | |||||
Cash and cash equivalents | 1,389,054 | ||||
Accounts receivable, net | 5,789,745 | ||||
Inventories, net | 5,538,652 | ||||
Prepaid expenses | 75,804 | ||||
Net fixed assets | 4,799,692 | ||||
Goodwill | 0 | ||||
Contingent consideration | 0 | ||||
Other liabilities assumed | (6,833,315) | ||||
Total Purchase Price Allocation, net | 10,759,632 | ||||
Revenue of Acquiree since Acquisition Date, Actual | 4,297,000 | 4,297,000 | |||
Earnings of Acquiree since Acquisition Date, Actual | 878,000 | 878,000 | |||
Palmer [Member]
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Business Acquisition [Line Items] | |||||
Indemnification asset | 1,200,000 | ||||
Contingent Consideration [Abstract] | |||||
Business Combination, Contingent Consideration Arrangements, Description | At the end of each year for the next three years, if EBITDA for the year is below $5,825,000, there will not be an earn-out paid for that year. If EBITDA for the year is greater than $5,825,000 but less than $6,825,000, the sellers will be paid $2,500,000. If EBITDA exceeds $6,825,000 for the year, the earn-out would be $3,500,000. At the conclusion of the three-year earn-out period, in the event that the cumulative adjusted EBITDA for the earn-out period is more than $17,475,000, the sellers will receive an additional earn-out payment, if any, as follows. In the event that the cumulative EBITDA for the earn-out period is greater than $17,475,000 but less than $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year earn-out period equals $7,500,000. If the cumulative EBITDA exceeds $20,475,000, the Company will make an additional earn-out payment so that the total cumulative earn-out payments for the three-year period equals $10,500,000. The Company is currently forecasting earn out payments totaling $8,500,000, which was discounted to a present value of $8,152,000 using our incremental borrowing rate of 2%. $2,500,000 of this liability was classified as a current liability since the first payment is expected to be made within the next year. | ||||
Expected cash payments for contingent consideration | 8,500,000 | ||||
Current portion of contingent consideration | 2,500,000 | ||||
Post closing contingency period | three years | ||||
Sources of funds [Abstract] | |||||
Proceeds of revolving loan | 6,591,597 | ||||
Proceeds of term loan | 22,500,000 | ||||
Total sources of funds | 29,091,597 | ||||
Uses of funds [Abstract] | |||||
Acquisition of Palmer | 25,575,000 | ||||
Cash paid at closing for preliminary working capital adjustment | 2,479,467 | ||||
Other transaction costs | 87,130 | ||||
Total uses of funds | 29,091,597 | ||||
Business Acquisition, Purchase Price Allocation [Abstract] | |||||
Prepaid expenses | 1,536,000 | ||||
Net fixed assets | 2,659,870 | ||||
Goodwill | 22,288,126 | ||||
Contingent consideration | (8,152,031) | ||||
Total Purchase Price Allocation, net | 18,331,965 | ||||
Fair value adjustment to Net Fixed Assets | 2,659,870 | ||||
Fair value adjustment to Goodwill | 22,288,126 | ||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Pro forma revenues | 55,336,000 | 56,147,000 | 167,817,000 | 155,147,000 | |
Pro forma net income | $ 1,234,000 | $ 428,000 | $ 4,503,000 | $ 6,132,000 | |
Earnings Per Share [Abstract] | |||||
Basic | $ 0.19 | $ 0.07 | $ 0.71 | $ 0.97 | |
Diluted | $ 0.19 | $ 0.07 | $ 0.70 | $ 0.96 |
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- Definition
Represents the fair value adjustment made between the carrying value of fixed assets as recorded by the acquiree and the fair value as recorded by the acquiror. No definition available.
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- Definition
Represents the fair value adjustment made between the carrying value of fixed assets as recorded by the acquiree and the fair value as recorded by the acquiror. No definition available.
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- Definition
Amount of cash paid to the escrow agent for retention and termination of an officer of the acquired entity in a leveraged buyout transaction. No definition available.
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- Definition
Amount of cash used to pay for preliminary working capital adjustments at closing in a leveraged buyout transaction. No definition available.
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- Definition
Represents the time period after closing for potential purchase price adjustments. No definition available.
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- Details
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- Definition
Represents the original term of the employment agreement. No definition available.
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- Definition
Fair value, as of the acquisition date, of potential payments under the contingent consideration arrangement including cash and shares. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Current portion of the fair value as of the acquisition date of potential payments under the contingent consideration arrangement, including cash and shares as applicable. No definition available.
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- Definition
Amount of potential cash payments that could result from the contingent consideration arrangement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The total cost of the acquired entity including the cash paid to shareholders of acquired entities, fair value of debt and equity securities issued to shareholders of acquired entities, the fair value of the liabilities assumed, and direct costs of the acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount assigned in the purchase price allocation to the preacquisition contingency. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The pro forma basic net income per share for a period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The pro forma diluted net income per share for a period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Details
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- Definition
The total purchase price of the acquired entity. This includes cash paid to equity interest holders of the acquired entity, fair value of debt and equity securities issued to equity holders of the acquired entity, and transaction costs paid to third parties to consummate the acquisition. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of cash and cash equivalents acquired in a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of acquisition cost of a business combination allocated to inventory, including finished goods, work-in-process, and raw materials. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of acquisition cost of a business combination allocated to prepaid expenses and other current assets. Does not include amounts allocated to cash and cash equivalents, marketable securities, receivables, inventory, and assets not to be used. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of acquisition cost of a business combination allocated to receivables. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of goodwill arising from a business combination, which is the excess of the cost of the acquired entity over the amounts assigned to assets acquired and liabilities assumed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of acquisition cost of a business combination allocated to liabilities assumed. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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The amount of acquisition cost of a business combination allocated to net tangible assets. No definition available.
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- Definition
The pro forma net Income or Loss for the period as if the business combination or combinations had been completed at the beginning of a period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The pro forma revenue for a period as if the business combination or combinations had been completed at the beginning of the period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
For contingent consideration arrangements recognized in connection with a business combination, this element represents a description of such arrangements. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For contingent consideration arrangements recognized in connection with a business combination, this element represents an estimate of the high-end of the potential range (undiscounted) of the consideration which may be paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
For contingent consideration arrangements and indemnification assets recognized in connection with a business combination, this element represents an estimate of the low-end of the potential range (undiscounted) of the consideration which may be paid. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
The amount of indemnification assets (amounts to be reimbursed if and when certain assumed liabilities are paid) recognized at the acquisition date of a business combination. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents the amount of earnings or loss of the acquiree since the acquisition date included in the consolidated income statement for the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
This element represents the amount of revenue of the acquiree since the acquisition date included in the consolidated income statement for the reporting period. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total sources of cash from debt and equity to finance the leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Amount of cash paid for closing fees, debt issue costs, and other transaction expenses in a leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Amount of cash paid to stockholders for outstanding shares and warrants in a leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total transaction costs of the leveraged buyout that have been recorded as expense items on the income statement. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Total uses of cash in a leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Details
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- Definition
Proceeds from term loans used to finance a leveraged buyout transaction (excludes subordinated notes and shareholder loans). Reference 1: http://www.xbrl.org/2003/role/presentationRef
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- Definition
Borrowings from a revolving loan facility used to finance leveraged buyout transaction. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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