Quarterly report pursuant to Section 13 or 15(d)

Note D - Acquisitions

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Note D - Acquisitions
9 Months Ended
Jun. 29, 2019
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note D—Acquisitions
 
On
October 8, 2018,
our
DTG2Go,
LLC subsidiary purchased substantially all of the assets of Silk Screen Ink, Ltd. d/b/a SSI Digital Print Services ("SSI"), a premium provider of direct-to-garment digital printed products. The SSI business operated from locations in Iowa and Colorado serving the western and mid-western parts of the United States. During the
March
quarter, we stopped production at the smaller operation in Colorado as the location was
not
strategic as it served the same geographic locations as the Iowa and existing Nevada locations.
 
The financial results of the acquired business have been included in our Delta Group since the date of the acquisition. It is
not
practicable to disclose the revenue and income of SSI since the acquisition date as we have integrated the SSI and
DTG2Go
businesses together since acquisition.
 
The SSI acquisition purchase price consisted of
$2.0
million in cash, a promissory note for
$7.0
million and
$3.0
million in capital lease funding secured by the acquired fixed assets. The cash portion of the purchase price included a payment at closing of
$2.0
million and a post-closing net working capital adjustment. The post–closing net working capital adjustment of
$0.7
million was paid during the
March
quarter. The below table represents the total consideration for the acquisition (in thousands):
 
Cash
  $
2,000
 
Promissory note
   
7,000
 
Capital lease financing
   
3,000
 
Net working capital adjustment
   
729
 
Total consideration
  $
12,729
 
 
The current allocation of consideration to the assets and liabilities are noted in the table below as well as measurement-period adjustments recorded in our Condensed Consolidated Balance Sheets as of
June 29, 2019. 
The adjustments are related to additional information obtained on conditions that existed at the acquisition date.  The Company is in the process of finalizing its valuation of the intangible assets acquired; thus, the provisional measurements of intangible assets and goodwill are subject to change. The total amount of goodwill is expected to be deductible for tax purposes.
 
   
Allocation as of
March 30, 2019
   
Measurement
Period Adjustments
   
Allocation as of
June 29, 2019
 
Accounts receivable
  $
1,184
    $
-
    $
1,184
 
Inventory
   
1,127
     
-
     
1,127
 
Other current assets
   
86
     
-
     
86
 
Property, plant, and equipment
   
3,400
     
-
     
3,400
 
Goodwill
   
3,380
     
1,300
     
4,680
 
Intangible assets
   
4,020
     
(1,100
)    
2,920
 
Accounts payable
   
(668
)    
-
     
(668
)
Consideration paid
  $
12,529
    $
200
    $
12,729