XML 30 R18.htm IDEA: XBRL DOCUMENT v3.10.0.1

Acquisition (Tables)

9 Months Ended

Sep. 29, 2018

Business Combinations [Abstract]

Schedule of Business Acquisitions

The purchase price of Cedar Creek consisted of the following items:

		(In thousands)
Consideration paid to shareholders and amounts paid to creditors:
Payments to Cedar Creek shareholders[1]		$	166,447
Subordinated unsecured note (due to shareholder)[2]			13,743
Seller’s transaction costs paid by Company			7,349
Add: pay off of Cedar Creek debt[3]			174,213
Total preliminary cash purchase price		$	361,752

_____________

[1] Payments to Cedar Creek’s shareholders include the purchase of common stock and certain escrow adjustments.

[2] The Cedar Creek note payable to a shareholder of $13.7 million was paid in full upon the acquisition of Cedar Creek and included $10 million in subordinated debt and $3.7 million in accrued interest.

[3] To finance the acquisition of Cedar Creek, the Company amended and restated its Revolving Credit Facility to increase the availability thereunder to $600.0 million and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 6).

The following table summarizes the preliminary values of the assets acquired and liabilities assumed at the date of the acquisition:

(In thousands)	Preliminary Allocation as of September 29, 2018
Cash and net working capital assets (excluding inventory)	$	90,768
Inventory		159,227
Property and equipment		71,352
Other, net		6,992
Intangible assets and goodwill:
Customer relationships		25,500
Non-compete agreements		8,254
Trade names		6,826
Favorable leasehold interests		800
Goodwill		36,787
Capital leases and other liabilities		(44,754	)
Cash purchase price	$	361,752

The following unaudited consolidated pro forma information presents consolidated information as if the acquisition had occurred on January 1, 2017:

		Pro forma
		Three Months Ended								Nine Months Ended
(In thousands, except per share data)		September 29, 2018				September 30, 2017				September 29, 2018				September 30, 2017
Net sales		$	859,776			$	841,330			$	2,592,597			$	2,459,713
Net income (loss)		(6,219		)		8,033				(5,455		)		(20,477		)
Earnings (loss) per common share:
Basic		$	(0.67	)		$	0.88			$	(0.59	)		$	(2.27	)
Diluted		(0.67		)		0.87				(0.59		)		(2.27		)

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration

X

- Definition

Tabular disclosure of a material business combination completed during the period, including background, timing, and recognized assets and liabilities. This table does not include leveraged buyouts.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_ScheduleOfBusinessAcquisitionsByAcquisitionTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration