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Business Combination
12 Months Ended
May 03, 2020
Business Combinations [Abstract]  
Business Combination

2.

BUSINESS COMBINATION

Read Window Products, LLC (Read)

Overview

Effective April 1, 2018, we entered into an Asset Purchase Agreement (Asset Agreement) to acquire certain assets and assume certain liabilities of Read, a source of custom window treatments for the hospitality and commercial industries. Based in Knoxville, Tennessee, Read is a turn-key provider of window treatments that offers sourcing of upholstery fabrics and other products, measuring, and installation services of their own products. Read’s custom product line includes motorization, shades, upholstered drapery, upholstered headboards, and shower curtains. In addition, Read supplies soft goods such as decorative top sheets, coverlets, duvet covers, bed skirts, bolsters and pillows, for leading hospitality brands worldwide. The addition of window treatments and other soft goods to our product line allows us to be a more complete source of fabrics for the hospitality market.

The purchase price for the net assets acquired was $5.7 million, of which $4.5 million was paid at closing on April 1, 2018, $375,000 was paid in May 2018, and $763,000 was paid in July 2019.

Assets Acquired and Liabilities Assumed

The following table presents the final allocation of the acquisition cost to the assets acquired and liabilities assumed based on their fair values.

 

(dollars in thousands)

 

Fair Value

 

Customer relationships

 

$

2,247

 

Goodwill

 

 

2,107

 

Inventory

 

 

1,128

 

Accounts receivable

 

 

897

 

Tradename

 

 

683

 

Property, plant & equipment

 

 

379

 

Other assets

 

 

35

 

Deferred revenue

 

 

(903

)

Accounts payable

 

 

(719

)

Accrued expenses

 

 

(174

)

 

 

$

5,680

 

 

Assets Acquired

 

We recorded customer relationships at fair market value based on a multi-period excess earnings valuation model. These customer relationships are being amortized on a straight-line basis over their nine-year useful life. We recorded the tradename at fair market value based on the relief from royalty method. This tradename was determined to have an indefinite useful life and, therefore, is not being amortized. Equipment will be depreciated on a straight-line basis over useful lives ranging from three to ten years.

The goodwill related to this acquisition was attributable to Read’s reputation with the products and services they provide and the collective experience of management with regards to its operations, customers, and industry. Goodwill is deductible for income tax purposes over the statutory period of fifteen years.

In accordance ASC Topic 350, we performed our annual assessment to determine if any impairment of our goodwill associated with this reporting unit existed as of May 3, 2020. As a result of our annual assessment, we recorded an impairment charge of $2.1 million for the entire goodwill balance. See Notes 9 and 17 located in the notes to the consolidated financial statements for further details regarding our annual assessment that resulted in the impairment of the entire goodwill balance associated with this reporting unit.

Contingent Consideration

The Asset Agreement contains a contingent consideration arrangement that required us to pay a former shareholder of Read an earn-out payment based on adjusted EBITDA, as defined in the Asset Agreement, for calendar year 2018 in excess of fifty percent of a pre-established adjusted EBITDA. Based on actual financial results in relation to the pre-established adjusted EBITDA target, a contingent payment was not required under the terms of the Asset Agreement, and therefore, no contingent liability has been recorded.

Other

Acquisition costs totaling $339,000 were included in selling, general, and administrative expenses in our fiscal 2018 Consolidated Statement of Net Income.

Actual revenue and net income for the month of April 2018 were included in our fiscal 2018 Consolidated Statement of Net Income and totaled $880,000 and $5,000, respectively.

Pro Forma Financial Information

The following unaudited pro forma consolidated results of operations for the fiscal years ending May 3, 2020, April 28, 2019, and April 29, 2018, have been prepared as if this acquisition had occurred on May 1, 2017.

 

(dollars in thousands, except per share data)

 

May 3,

2020

 

 

April 28,

2019

 

 

April 29,

2018

 

Net Sales

 

$

256,166

 

 

$

281,325

 

 

$

334,953

 

(Loss) income from continuing operations

 

 

(7,568

)

 

 

13,351

 

 

 

26,799

 

Net (loss) income from continuing operations

 

 

(11,158

)

 

 

6,071

 

 

 

20,455

 

Net loss from discontinued operation

 

 

(17,509

)

 

 

(613

)

 

 

 

Net (loss) income

 

$

(28,667

)

 

$

5,458

 

 

 

20,455

 

net (loss) income from continuing operations per share-basic

 

$

(0.90

)

 

$

0.49

 

 

$

1.65

 

net (loss) income from continuing operations per share-diluted

 

$

(0.90

)

 

$

0.48

 

 

$

1.62

 

net loss from discontinued operation per share-basic

 

$

(1.41

)

 

$

(0.05

)

 

$

 

net loss from discontinued operation per share-diluted

 

$

(1.41

)

 

$

(0.05

)

 

$

 

Net (loss) income per share - basic

 

$

(2.32

)

 

$

0.44

 

 

$

1.65

 

Net (loss) income per share - diluted

 

$

(2.32

)

 

$

0.43

 

 

$

1.62

 

 

The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results.