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Note 2 - Acquisitions
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6 Months Ended |
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Jul. 02, 2011
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| Mergers, Acquisitions and Dispositions Disclosures [Text Block] |
Note
2 – Acquisitions
On
June 13, 2011, the Company, RG Merger Sub S.A. (a wholly
owned subsidiary of the Company), Rio Garment S. de R.L.
(“Rio”), the Rio equity holders, and BGY II,
LLC entered into a merger agreement (the “Merger
Agreement”) pursuant to which the Company will
acquire Rio by way of a merger of Rio with and into RG
Merger Sub S.A., (the “Merger”) for an
aggregate purchase price equal to the product of (i) three
(3) and (ii) “2011 EBITDA” (calculated as net
income (or loss) plus the sum of interest expense net of
interest income, federal income tax expense, if any,
depreciation and amortization, for the 12 months ending
December 31, 2011, subject to certain adjustments),
adjusted for any working capital deficiency or excess at
the closing of the Merger less $2 million that will be
contributed to Rio by the Company at the closing for the
payment of certain trade payables. The consideration
payable by the Company, subject to certain adjustments
provided in the Merger Agreement, is 50% in cash and 50% in
the Company’s common stock, par value $0.10 per
share, such number of shares to be determined by reference
to a 90-day weighted average price, but in no event less
than $3.50 or greater than $4.00 per share. In no event
would the Company be obligated to pay an amount in excess
of $23 million.
The
Merger Agreement provides that the aggregate purchase price
be reduced by Rio’s indebtedness as of the closing
date and Rio’s transaction expenses, paid directly by
the Company to such debt holders and advisors at closing.
In addition to consideration to be paid upon closing, the
Company will deposit $3.5 million in cash into an escrow
account and hold back and reserve for issuance $6.5 million
of shares of the Company’s common stock. Of the cash
escrow, $1.75 million will be set aside in escrow for any
post-closing purchase price adjustment to be made in
respect of working capital, closing indebtedness and
transaction expenses; such adjustment is expected to be
made within 60 days of closing. The remaining $1.75
million of the cash escrow and $2.75 million of the stock
holdback amount will be set aside in escrow or held back,
as applicable, for a post-closing purchase price adjustment
in respect of any shortfall between actual 2011 EBITDA and
2011 EBITDA as estimated at closing; such adjustment is
expected to be made in connection with the completion of
the 2011 audit of Rio. The remaining $3.75 million of
the stock holdback amount will be held back for potential
indemnification claims under the Merger Agreement.
In
order to comply with Article 350 of Chapter XI of the
Commercial Code of Honduras (“Article 350”),
which provides for an expedited process to close a merger
in Honduras, the Company transferred $8.1 million of cash
into one of its deposit accounts during the second quarter
2011 as security for payment of certain of Rio’s
liabilities. As of July 2, 2011, $8.1 million of cash
relating to Article 350 was classified as Restricted
cash in the unaudited condensed consolidated balance
sheet. Upon the consummation of the Merger, such funds will
become unrestricted.
In
connection with the Merger, the Company incurred
approximately $1.1 million of acquisition related costs
during the six month period ended July 2, 2011. These costs
were recorded in Selling,
general, and administrative expenses in the
unaudited condensed consolidated statement of
operations.
The
Merger is expected to close during the third quarter
2011.
On
May 20, 2010, the Company consummated the acquisition of
certain assets of S. Kuhlman, LLC and S Kuhlman Wholesale LLC
(collectively, “scott james™”) for total
consideration of $1.4 million. scott james™ is a
men’s specialty retailer and wholesale provider of
apparel. scott james™ operates one store and a
wholesale business that sells primarily to upscale specialty
stores. The Company acquired scott james™ to broaden
its customer base, diversify its sales channels and grow its
gross margin. See Note 10 – Fair Value
Measurements.
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