ACQUISITIONS (Tables)

6 Months Ended

Jun. 30, 2014

Unaudited Pro Forma Include the Historical Statement of Operation

The following table presents the Company’s pro forma consolidated net sales and loss before income taxes and equity in earnings for the three and six months ended June 30, 2014 and 2013. The unaudited pro forma results include the historical statements of operations information of the Company and of Kitchen Craft, giving effect to the Kitchen Craft acquisition and related financing as if they had occurred at the beginning of the period presented. As described below, the Company consummated certain other acquisitions during the six months ended June 30, 2014; however the Company has not included the results prior to their acquisition in these pro forma results as the impact would not have been material.


	Unaudited pro forma results
	Three Months Ended						Six Months Ended
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
	(In thousands, except per share data)
Net Sales	$	115,321		$	110,665		$	233,732		$	224,294
Loss before income taxes and equity in earnings		(4,350	)		(1,345	)		(6,860	)		(1,930	)
Net loss		(2,910	)		(783	)		(4,987	)		(804	)
Basic and diluted loss per common share	$	(0.21	)	$	(0.06	)	$	(0.37	)	$	(0.06	)

Thomas Plant

Purchase Price

The purchase price has been determined to be as follows (in thousands):


Cash	$	61,302
Share consideration issued⁽¹⁾		8,382
Value of contingent consideration⁽²⁾		2,488
Working capital adjustment⁽³⁾		374

Total purchase price	$	72,546

(1)	Share consideration issued is valued at the closing market price discounted to account for lack of marketability related to the lock up period as described in the share purchase agreement.

(2)	The value of contingent consideration represents the present value of the estimated payments related to the attainment of certain financial targets for the years 2014 through 2016. The maximum undiscounted contingent consideration to be paid on the agreement is £5.5 million ($9.0 million).

(3)	A working capital adjustment was made in May 2014 as provided for in the share purchase agreement.

The purchase price was allocated based on the Company’s preliminary estimate of the fair value of the assets acquired and liabilities assumed, as follows (in thousands):


	Purchase Price Allocation
Accounts Receivable ⁽¹⁾	$	14,267
Inventory		17,912
Other assets		1,859
Other liabilities		(8,047	)
Deferred income tax		(8,805	)
Goodwill and other intangibles		55,360

Total allocated value	$	72,546

(1)	The fair value of accounts receivable approximated the gross contractual amounts receivable.