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Business Combination Achieved in Stages | 6 Months Ended
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Oct. 31, 2021
Business Combinations [Abstract] |
Business Combination Achieved in Stages |
3. | BUSINESS COMBINATION ACHIEVED IN STAGES
Overview Effective January 1, 2017, Culp International Holdings, Ltd. (“Culp International”), a wholly-owned subsidiary of the company, entered into a joint venture agreement pursuant to which Culp International owned 50% of Class International Holdings, Ltd. (“CIH”). Effective February 1, 2021, (sometimes referred to as the “acquisition date”), Culp International entered into a Share Purchase Agreement with its former joint venture partner pursuant to which Culp International acquired the remaining 50% ownership interest in CIH. CIH produces cut and sewn mattress covers and is housed in two facilities totaling 120,000 square feet, located in a modern industrial park on the northeastern border of Haiti. We believe having sole ownership of this operation increases our capacity and enhances our flexibility by having near-shore capabilities that will help us to meet the needs of our mattress cover customers. Prior to the acquisition of the remaining 50% ownership interest in CIH, we accounted for our initial 50% ownership interest in CIH as an unconsolidated joint venture under the equity method of accounting. Due to the acquisition of the remaining 50% ownership interest in CIH, our consolidated financial statements now include all of the accounts of CIH, and any significant intercompany balances and transactions have been eliminated in consolidation. The consideration transferred for our now-100% ownership interest in connection with this acquisition totaled $2.7 million, of which $1.7 million represented the fair value of our previously held 50% ownership interest in CIH at the time of acquisition, and $954,000 represented the purchase price that was mostly paid at closing on February 1, 2021, for the remaining 50% ownership interest in CIH. In accordance with ASC Topic 805-10-25-10, we remeasured our previously held 50% ownership interest in CIH at its acquisition date fair value. As of the acquisition date, the fair value of our previously held 50% ownership interest totaling $1.7 million represented its carrying amount, and therefore, no gain or loss was recognized in earnings for the remeasurement of our previously held 50% ownership interest. Assets Acquired and Liabilities Assumed The following table presents the final allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values:
(dollars in thousands) |  | Fair Value |
Cash and cash equivalents |  | $ | 62 |
Accounts receivable |  |  | 169 |
Inventory |  |  | 31 |
Right of use assets |  |  | 2,544 |
Equipment and leasehold improvements |  |  | 846 |
Accounts payable |  |  | (155 | )
Gain on bargain purchase |  |  | (819 | )
|  | $ | 2,678 |
Equipment and leasehold improvements are being depreciated on a straight-line basis over their remaining useful lives ranging from 1 to 10 years. Gain on Bargain Purchase Concurrent with our acquisition of the remaining 50% ownership interest in CIH, our former joint venture partner sold its mattress business to a third party. Our acquisition of the remaining 50% ownership interest in CIH was undertaken due to this sale and the terms negotiated in connection therewith. As a result, the $3.5 million fair value of the identifiable assets acquired and liabilities assumed exceeded the consideration transferred of $2.7 million. Consequently, in accordance with ASC Topic 825-30-25-4, we (i) reassessed the recognition and measurement of the assets acquired, liabilities assumed, and previously held ownership interest; (ii) gained an understanding of why there was a bargain purchase; and (iii) reviewed the rebate and supply agreements that were executed concurrent with the Share Purchase Agreement. As part of our review of the rebate and supply agreements, we verified that the terms of these agreements were consistent with fair market terms and were considered separate transactions and not considered part of the business combination in accordance with ASC Topic 805-20-25-21. Accordingly, this acquisition was accounted for as a bargain purchase and, as a result, we recognized a gain of $819,000 as of the acquisition date. Supply and Rebate Agreements In connection with the Share Purchase Agreement, we entered into supply and rebate agreements with an affiliated company of our former joint venture partner to secure plant capacity utilization and preserve sales channels of certain mattress fabric products. The supply and rebate agreements are effective as of the acquisition date and are based on future sales orders consistent with current market conditions. The transactions associated with the supply and rebate agreements are accounted for in accordance with ASC Topic 606 Revenue from Contract with Customers. During the three-month and six-month periods ending October 31, 2021, shipments pursuant to the supply agreement were $398,000 and $853,000, respectively. Pursuant to the rebate agreement, charges of $15,000 and $37,000 were included in net sales in the Consolidated Statements of Net Income (Loss) for the three-month and six-month periods ended October 31, 2021. Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the three-month and six-month periods ending October 31, 2021, and November 1, 2020, have been prepared as if this acquisition had occurred on May 4, 2020.
|  |  |  |  |  | Three Months Ended |  |  |
(dollars in thousands, except per share data) |  |  | October 31, 2021 |  |  | November 1, 2020 |
Net Sales |  |  | $ | 74,561 |  |  | $ | 77,383 |
Income from operations |  |  |  | 1,640 |  |  |  | 4,718 |
Net income |  |  |  | 851 |  |  |  | 2,484 |
Net income per share - basic |  |  | $ | 0.07 |  |  | $ | 0.20 |
Net income per share - diluted |  |  | $ | 0.07 |  |  | $ | 0.20 |
|  |  |  |  |  | Six Months Ended |  |  |
(dollars in thousands, except per share data) |  |  | October 31, 2021 |  |  | November 1, 2020 |
Net Sales |  |  | $ | 157,608 |  |  | $ | 142,145 |
Income from operations |  |  |  | 4,958 |  |  |  | 6,735 |
Net income (loss) |  |  |  | 3,101 |  |  |  | (182 | )
Net income (loss) per share - basic |  |  | $ | 0.25 |  |  | $ | (0.01 | )
Net income (loss) per share - diluted |  |  | $ | 0.25 |  |  | $ | (0.01 | )
The unaudited pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved had the acquisition been consummated as of that time, nor is it intended to be a projection of future results. Equity Method of Accounting In accordance with the equity method of accounting, we reported our previous 50% proportionate share of net income of CIH as a separate line titled “income from investment in unconsolidated joint venture” in the accompanying Consolidated Statements of Net Income (Loss). Our 50% proportionate share of the net income of the unconsolidated joint venture was $167,000 for the six-month period ending November 1, 2020. The following table summarizes assets, liabilities, and members’ equity for our equity method investment in CIH:
(dollars in thousands) |  |  | November 1, 2020 |
total assets |  |  | $ | 3,951 |
total liabilities |  |  | $ | 232 |
total members’ equity |  |  | $ | 3,719 |
As of November 1, 2020, our investment in unconsolidated joint venture totaled $1.9 million, which represents our 50% ownership interest in our investment in CIH.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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