Business Combinations Policy [Policy Text Block] | 4. The Performance and Lifestyle Footwear Business of Honeywell International, Inc. On January 24, 2021, On March 15, 2021 ( two Note 10 two The Acquisition expanded our brand portfolio to include The Original Muck Boot Company, XTRATUF, Servus, NEOS and Ranger brands (the "Acquired Brands"). We acquired 100% of the voting interests of certain subsidiaries and additional assets comprising the performance and lifestyle footwear business of Honeywell with the Acquisition. With the acquisition of the Acquired Brands, we will greatly enhance our powerful portfolio of footwear brands and significantly increase our sales and profitability. We acquired a well-run business with a corporate culture and a customer base similar to ours, which provides meaningful growth opportunities within our existing product categories as well as an entry into new market segments. Its innovative and authentic product collections complement our existing offering with minimal overlap, which will allow us to strengthen our wholesale relationships and serve a wider consumer audience. At the same time, we plan to leverage our existing advanced fulfillment capabilities to improve distribution of the Acquired Brands to wholesale customers and accelerate direct-to-consumer penetration. In connection with the Acquisition, we also entered into employment agreements with seven seven In connection with the Acquisition, Honeywell will provide certain services to us under the Transition Service Agreement ("TSA"). The costs associated with the TSA are both fixed and variable. We expect these costs to decline over time as we integrate the businesses. The Acquisition contributed net sales of $50.7 million and $57.2 million, respectively, to the unaudited condensed consolidated operating results for the three six June 30, 2021 ncome of $0.1 million and $0.7 million, respectively, to the unaudited condensed consolidated operating results for the three six June 30, 2021 . Acquisition-related costs Costs incurred to complete and integrate the Acquisition are expensed as incurred and included in "operating expenses" in the accompanying condensed consolidated statements of operations. During the three six June 30, 2021 Preliminary Purchase Price Allocation The Acquisition has been accounted for under the business combinations accounting guidance. As a result, we have applied acquisition accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values as of the acquisition date. The aggregate preliminary closing price noted above was allocated to the major categories of assets acquired and liabilities assumed based on their fair values at the Acquisition Date using primarily Level 2 3 2 3 The allocation of the purchase price to the assets acquired and liabilities assumed, including the residual amount allocated to goodwill, is based upon preliminary information and subject to change within the measurement period ( up to 165 The following table summarizes the consideration paid for the Acquisition and the amounts of the assets acquired and liabilities assumed as of the Acquisition Date, which have been allocated on a preliminary basis and are subject to change based on the final working capital true-up. ($ in thousands) Fair Value Cash $ 2,655 Accounts receivable (1) 36,734 Inventories (2) 42,453 Property, plant and equipment 16,240 Goodwill (3) 48,375 Intangible assets 98,620 Other assets 933 Accounts payable (17,743 ) Accrued expenses (12,807 ) Total identifiable net assets 215,460 Cash acquired (2,655 ) Payable to Seller (4) (5,835 ) Total cash paid, net of cash acquired $ 206,970 ( 1 $0.2 ( 2 ly $2 .3 three six June 30, 2021 ( 3 Goodwill consists ( 4 Represents the preliminary amount owed to the seller, Honeywell, based on the preliminary working capital true-up and is included in "Accounts Payable" in the accompanying unaudited condensed consolidated balance sheet. Unaudited Pro Forma Financial Information The following unaudited pro forma results of operations assume that the Acquisition occurred at the beginning of the periods presented. These unaudited pro forma results are presented for information purposes only and are not approximately $2.3 million and $7.5 million for t three six June 30, 2021 three six June 30, 2020 Three Months Ended June 30, Six Months Ended June 30, ($ in thousands, expect per share amount) 2021 2020 2021 2020 Net sales $ 131,602 $ 90,255 $ 257,947 $ 184,885 Net income $ 6,154 $ 3,081 $ 20,103 $ 5,581 Diluted earnings per share $ 0.83 $ 0.42 $ 2.72 $ 0.76 |