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Business Combination Achieved in Stages | 12 Months Ended
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May 01, 2022
Business Combinations [Abstract] |
Business Combination Achieved in Stages |
2. | 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). CIH produces cut and sewn mattress covers housed in two facilities totaling 120,000 square feet, located in a modern industrial park on the northeastern border of Haiti. 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. We believe having sole ownership of this operation increases our flexibility and enhances our capacity by having near-shore capabilities that help us 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. In connection with 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 represents the fair value of our previously held 50% ownership interest in CIH, 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. 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 will be 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 related 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 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, 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 value terms and are considered separate transactions and not considered part of the business combination. Accordingly, this acquisition has been accounted for as a bargain purchase and, as a result, we recognized a gain of $819,000, which is reported in the line-item “gain on bargain purchase” in the fiscal 2021 Consolidated Statement of Net Income. Separate Transactions 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 agreement s 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 will be accounted for in accordance with ASC Topic 606 Revenue from Contract with Customers. During fiscal 2022 and the period from February 1, 2021, through May 2, 2021, shipments pursuant to the supply agreement were $1.6 million and $379,000, respectively. During fiscal 2022 and the period from February 1, 2021, through May 2, 2021, charges of $73,000 and $25,000 pursuant to the rebate agreement were included in net sales in the Consolidated Statement of Net (Loss) Income. Acquisition-Related Costs Acquisition-related costs totaling $30,000 were included in selling, general, and administrative expenses in the fiscal 2021 Consolidated Statement of Net Income. Other Actual revenue and net loss from the acquisition date of February 1, 2021, through May 2, 2021, included in our fiscal 2021 Consolidated Statement of Net Income totaled $379,000 and $(2,000), respectively. (Unaudited) Pro Forma Financial Information The following unaudited pro forma consolidated results of operations for the fiscal years ending May 2, 2021, and May 3, 2020, have been prepared as if this acquisition had occurred on April 29, 2019.
(dollars in thousands, except per share data) |  |  | May 2, 2021 |  |  | May 3, 2020 |
Net Sales |  |  | $ | 300,995 |  |  | $ | 256,960 |
Income (loss) from continuing operations |  |  |  | 12,138 |  |  |  | (7,820 | )
Net income (loss) from continuing operations |  |  |  | 2,430 |  |  |  | (11,283 | )
Net loss from discontinued operation |  |  |  | — |  |  |  | (17,509 | )
Net income (loss) |  |  | $ | 2,430 |  |  | $ | (28,792 | )
net income (loss) from continuing operations per share-basic |  |  | $ | 0.20 |  |  | $ | (0.91 | )
net income (loss) from continuing operations per share-diluted |  |  | $ | 0.20 |  |  | $ | (0.91 | )
net loss from discontinued operation per share-basic |  |  | $ | — |  |  | $ | (1.41 | )
net loss from discontinued operation per share-diluted |  |  | $ | — |  |  | $ | (1.41 | )
Net income (loss) per share - basic |  |  | $ | 0.20 |  |  | $ | (2.33 | )
Net income (loss) per share - diluted |  |  | $ | 0.20 |  |  | $ | (2.33 | )
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 (loss) of CIH as a separate line titled “income (loss) from investment in consolidated joint venture” in the accompanying Consolidated Statements of Net (Loss) Income. Our 50% proportionate share of the net income (loss) of the unconsolidated joint venture was $31,000 and $(125,000) during fiscal 2021 and 2020, respectively.

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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 https://asc.fasb.org/topic&trid=2303972 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 5 -Subparagraph (b) -URI https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472 + Details
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