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ACQUISITIONS (Tables)

12 Months Ended

Dec. 31, 2015

Purchase Price of Acquisition

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 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			4,054
Other liabilities			(10,242	)
Deferred income tax			(8,391	)
Goodwill and other intangibles			54,946
Total allocated value		$	72,546

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

Unaudited Pro Forma Include the Historical Statement of Operation

The following table presents the Company’s pro forma consolidated net sales and income before income taxes and equity in earnings for the years ended December 31, 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. The Company consummated certain other acquisitions during the year ended December 31, 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
		Year ended
		December 31, 2014				December 31, 2013
		(In thousands, except per share data)
Net sales		$	586,010			$	567,218
Income before income taxes and equity in earnings			15,760				26,491
Net income			2,702				12,031
Basic earnings per common share			0.20				0.90
Diluted earnings per common share		$	0.19			$	0.88

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)-(3)
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

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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://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1486-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=56956515&loc=d3e1392-128463

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