| Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill |
|
|
|
|
|
Total purchase price |
|
$ |
24,732 |
|
Accounts payable |
|
|
571 |
|
Accrued liabilities |
|
|
1,848 |
|
Total liabilities assumed |
|
|
2,419 |
|
Total consideration |
|
|
27,151 |
|
Cash |
|
|
287 |
|
Accounts receivable |
|
|
3,073 |
|
Inventory |
|
|
6,429 |
|
Property, plant and equipment |
|
|
12,855 |
|
Intangible assets |
|
|
1,000 |
|
Other assets |
|
|
480 |
|
Total assets acquired |
|
|
24,124 |
|
Total goodwill |
|
$ |
3,027 |
|
|
| Summary of Summary of Proforma Information for the Company |
The table below presents selected proforma information for the Company for the three- and six-month periods ended March 31, 2023, assuming that the acquisition had occurred on October 1, 2021 (the beginning of the Company’s 2022 fiscal year), pursuant to ASC 805-10-50 (in $000's). This proforma information does not purport to represent what the actual results of operations of the Company would have been had the acquisition occurred on that date, nor does it purport to predict the results of operations for future periods.
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|
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|
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments |
|
|
Proforma |
|
|
|
Live Unaudited Three Months Ended March 31, 2023 |
|
Flooring Liquidators Unaudited Three Months Ended March 31, 2023 |
|
|
Adjustments(1) |
|
|
LIVE for the Three Months Ended March 31, 2023 |
|
Net revenue |
|
$ |
91,122 |
|
$ |
4,222 |
|
|
|
|
|
$ |
95,344 |
|
Net income |
|
$ |
1,558 |
|
$ |
(2,188 |
) |
|
$ |
(300 |
) |
|
$ |
(930 |
) |
Earnings per basic
common share |
|
$ |
0.50 |
|
|
|
|
|
|
|
$ |
(0.30 |
) |
Earnings per basic
diluted share |
|
$ |
0.49 |
|
|
|
|
|
|
|
$ |
(0.29 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments |
|
|
Proforma |
|
|
|
Live Unaudited Three Months Ended March 31, 2022 |
|
Flooring Liquidators Unaudited Three Months Ended March 31, 2022 |
|
|
Adjustments(1) |
|
|
LIVE for the Three Months Ended March 31, 2022 |
|
Net revenue |
|
$ |
69,706 |
|
$ |
29,205 |
|
|
|
|
|
$ |
98,911 |
|
Net income |
|
$ |
15,358 |
|
$ |
1,886 |
|
|
$ |
(1,946 |
) |
|
$ |
15,298 |
|
Earnings per basic
common share |
|
$ |
4.90 |
|
|
|
|
|
|
|
$ |
4.88 |
|
Earnings per basic
diluted share |
|
$ |
4.84 |
|
|
|
|
|
|
|
$ |
4.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments |
|
|
Proforma |
|
|
|
Live Unaudited Six Months Ended March 31, 2023 |
|
Flooring Liquidators Unaudited Six Months Ended March 31, 2023 |
|
|
Adjustments(1) |
|
|
LIVE for the Six Months Ended March 31, 2023 |
|
Net revenue |
|
$ |
160,108 |
|
$ |
37,702 |
|
|
|
|
|
$ |
197,810 |
|
Net income |
|
|
3,402 |
|
$ |
(1,033 |
) |
|
$ |
(2,226 |
) |
|
$ |
143 |
|
Earnings per basic
common share |
|
$ |
1.10 |
|
|
|
|
|
|
|
$ |
0.05 |
|
Earnings per basic
diluted share |
|
$ |
1.08 |
|
|
|
|
|
|
|
$ |
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As Reported |
|
|
Adjustments |
|
|
Proforma |
|
|
|
Live Unaudited Six Months Ended March 31, 2022 |
|
Flooring Liquidators Unaudited Six Months Ended March 31, 2022 |
|
|
Adjustments(1) |
|
|
LIVE for the Six Months Ended March 31, 2022 |
|
Net revenue |
|
$ |
144,864 |
|
$ |
59,850 |
|
|
|
|
|
$ |
204,714 |
|
Net income |
|
$ |
21,904 |
|
$ |
5,221 |
|
|
$ |
(3,818 |
) |
|
$ |
23,307 |
|
Earnings per basic
common share |
|
$ |
6.96 |
|
|
|
|
|
|
|
$ |
7.40 |
|
Earnings per basic
diluted share |
|
$ |
6.87 |
|
|
|
|
|
|
|
$ |
7.31 |
|
(1) Adjustments are related to adjustments made for the following:
•Amortization expense of definite-lived intangible assets has been adjusted based on the preliminary fair value at the acquisition date.
•Interest expense has been adjusted to include proforma interest expense that would have been incurred as a result of the acquisition financing obtained by the Company.
•Elimination of revenues and costs of revenues associated with sales between Flooring Liquidators and the Company prior to acquisition.
|
| Summary of Purchase Price Allocation of Purchase of Acquired Identifiable Assets, Liabilities Assumed and Goodwill |
|
|
|
|
|
|
|
|
Total purchase price |
|
|
|
$ |
78,700 |
|
Less fair value of the holdback option |
|
|
|
|
— |
|
Net purchase price |
|
|
|
$ |
78,700 |
|
Accounts payable |
|
|
|
|
5,189 |
|
Accrued liabilities |
|
|
|
|
9,182 |
|
Debt |
|
|
|
|
60 |
|
Total liabilities assumed |
|
|
|
|
14,431 |
|
Total consideration |
|
|
|
|
93,131 |
|
Cash |
|
|
|
|
7,871 |
|
Accounts receivable |
|
|
|
|
4,824 |
|
Inventory |
|
|
|
|
19,944 |
|
Property, plant and equipment |
|
|
|
|
4,678 |
|
Intangible assets |
|
|
|
|
|
Trade names |
|
$ |
13,275 |
|
|
|
Customer relationships |
|
|
7,700 |
|
|
|
Non-compete agreements |
|
|
1,625 |
|
|
|
Other |
|
|
49 |
|
|
|
Subtotal intangible assets |
|
|
|
|
22,649 |
|
Other |
|
|
|
|
4,440 |
|
Total assets acquired |
|
|
|
|
64,406 |
|
Total goodwill |
|
|
|
$ |
28,725 |
|
|