Note 2 - Acquisition | 6 Months Ended |
Jun. 28, 2014 |
Business Combinations [Abstract] | ' |
Business Combination Disclosure [Text Block] | ' |
Note 2 – Acquisition |
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On February 19, 2014, the Company entered into an Installment Purchase and Sale Agreement (the “Agreement”) with Maverick J, LLC (“Maverick J”) and Maverick J, SPE, LLC (“Maverick SPE,” and collectively with Maverick J, “Seller”), Rick Solomon Enterprises, Inc. and Richard Solomon pursuant to which the Company acquired certain assets of the Seller, including the James Campbell trademarks and brands (subject to a license and deferred transfer as described below) and the following related assets: historical drawings, patterns, designs, teck packs and any other historical and related intellectual property, fabric swatches, library/trim records and certain samples. |
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The Company has agreed to pay minimum aggregate purchase price consideration of $1.3 million, of which $300,000 was paid at closing and the balance is payable in installments totaling $500,000 in each of 2015 and 2016. The Company has also agreed to pay Seller for each of the five years following the closing, additional purchase price payments, referred to as “excess payments,” equal to 5% of annual net sales, as defined, in excess of $5.0 million; provided that if and when Seller has received an aggregate of $2.5 million of purchase price (including the excess payments), the excess payment percentage rate will be reduced to 2.5% with respect to all net sales made thereafter. |
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The Company has agreed to assume certain licenses of Seller and has also separately agreed to purchase up to 22,000 units of excess finished goods inventory of Maverick J for an amount equal to 115% of invoiced cost. |
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The James Campbell trademarks and brands initially will be licensed to the Company on an exclusive basis pursuant to a Master License Agreement dated as of February 19, 2014 (the “License Agreement”) between Maverick SPE and the Company. Title to the trademarks and brands will be transferred to the Company on the date (referred to as the “Slated Transfer Date”) when the Seller has received an aggregate of $1.25 million of purchase price (including excess payments), provided that: |
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| ● | The Company has net worth, excluding goodwill, of $1.25 million and is not in material breach of any of its bank covenants with its lenders; and | | |
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| ● | No license termination event, as defined, has occurred. | | |
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In the event that the conditions in the two preceding bullets are not satisfied as of the Slated Transfer Date, the License Agreement will continue and title to the James Campbell trademarks and brands will be transferred to the Company on the earlier of: |
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| ● | The date that the Company’s net worth, excluding goodwill, exceeds $2.5 million less the aggregate amount of purchase price and excess payments received by Seller through such date; provided that the Company is not in material breach of any of its bank covenants with its lenders and provided that all payments required to be paid through such date pursuant to the Agreement and the License Agreement have been made by the Company through such date; and | | |
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| ● | December 31, 2018 (provided that all payments required pursuant to this Agreement and the License Agreement have been made by the Company through such date). | | |
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The License Agreement will terminate upon the first to occur of: |
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| ● | The transfer of the James Campbell trademarks and brands to the Company pursuant to the Purchase Agreement; or | | |
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| ● | The termination of the License Agreement by Seller as a result of the default by the Company of its payment obligations or a breach by the Company of certain provisions of the Agreement or the License Agreement or of its obligation to purchase the excess inventory. | | |
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The agreements contain other terms typical of transactions of this type, including representations and warranties, indemnification, covenants, events of default and termination. |
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The Company acquired the James Campbell business described above as part of its strategy to diversify its product and customer base by adding owned brands to the Company’s portfolio. |
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The acquisition of the James Campbell business was accounted for as a business combination in accordance with the acquisition method of accounting pursuant to Financial Accounting Standards Board Accounting Standards Codification 805, “Business Combinations,” which requires recording identifiable assets acquired and liabilities assumed at their fair values, with the excess of the fair value of the consideration transferred over the fair value of the net assets acquired recorded as goodwill. |
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The estimated acquisition-date fair value of the total purchase price consideration transferred to acquire the James Campbell business is summarized below: |
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(In thousands) | | | | |
Minimum consideration: | | | | |
Cash paid at closing | | $ | 300 | |
Liability incurred for installments payable | | | 983 | |
Liability incurred for contingent consideration (excess payments) | | | 467 | |
Total purchase price consideration | | $ | 1,750 | |
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The fair value of the installments payable liability was determined by discounting the minimum installment amounts payable as of the acquisition date using a discount rate of 1.1%, which represents the after-tax 2-year BB Industrial Bond Index yield as of the acquisition date (Level 3 of the GAAP fair value hierarchy, or “Level 3”). |
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The fair value of the contingent consideration liability was determined by discounting the expected excess payments as of the acquisition date based on projected full year revenues ranging from approximately $7.9 million to approximately $10.2 million and using a discount rate of 17.0%, which represents the estimated weighted-average cost of capital (Level 3). As of June 28, 2014, there was no change in the range of outcomes or discount rate for the contingent consideration liability recognized as of the acquisition date and, as a result, there was no significant change in the recognized amount of the contingent consideration liability. |
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As of June 28, 2014, of the total liabilities recorded for the installments payable and contingent consideration payable, approximately $0.4 million is included in Accrued expenses and other liabilities and approximately $1.1 million is included in Other long-term liabilities in the consolidated balance sheet and such amounts approximate fair value. |
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In connection with the acquisition of the James Campbell business, the Company assumed no liabilities. Therefore, the total purchase price was allocated to the identifiable assets acquired and was based on the Company’s estimates of their acquisition-date fair values. The allocation of the purchase price to the fair value of the identifiable assets acquired as of the acquisition date is summarized below: |
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(In thousands) | | | | |
Goodwill | | $ | 420 | |
Intangible assets: | | | | |
Customer relationships | | | 230 | |
Trade names | | | 1,100 | |
Total assets acquired | | $ | 1,750 | |
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The goodwill recognized primarily represents expected synergies from the Company’s sourcing relationships, as well as the creative design and industry expertise of the assembled workforce related to the James Campbell business. None of the goodwill recognized is expected to be deductible for tax purposes. |
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The Company identified intangible assets related to customer relationships and trade names, which will be amortized on a straight-line basis over their estimated useful lives of 10 years and 12 years, respectively. The fair value of these intangible assets was determined based on the discounted cash flow method (Level 3). |
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As discussed above, the Company has also separately agreed to purchase certain excess finished goods inventory of Maverick J. As of June 28, 2014, the Company had purchased approximately $113,000 of such inventory, which was accounted for separately from the business combination and recorded at cost in Inventories, net in the consolidated balance sheet. |
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The results of operations related to the James Campbell business have been included in the consolidated financial statements beginning on the acquisition date. The amount of James Campbell’s net sales included in the consolidated statements of operations for both the three and six months ended June 28, 2014 was $31,000. The amount of James Campbell’s net loss included in the consolidated statements of operations for the three months ended June 28, 2014 was approximately $0.3 million and for the six months ended June 28, 2014 was approximately $0.7 million, which included approximately $0.2 million of acquisition-related costs, which were recorded in Selling, general and administrative expenses in the consolidated statements of operations. |