Annual report pursuant to Section 13 and 15(d)

Note 3 - Acquisitions

v3.19.3
Note 3 - Acquisitions
12 Months Ended
Sep. 28, 2019
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
3—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 fiscal
2019
second
quarter, we ceased production at the operation in Colorado, as the location was
not
strategic because it served the same geographic locations as the Iowa and existing
DTG2Go
Nevada locations.
 
We have included the financial results of the acquired entity since the date of the acquisition in our Delta Group segment. 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 the following (in thousands):
 
Cash
  $
2,000
 
Promissory note
   
7,000
 
Capital lease financing
   
3,000
 
Net working capital adjustment
   
729
 
Total consideration
  $
12,729
 
 
During the fiscal
2019
fourth
quarter, we completed the accounting for the acquisition. The final allocation of consideration to the assets and liabilities are noted in the table below, which includes measurement period adjustments recorded in our
third
quarter of fiscal year
2019
for additional information obtained on conditions that existed at the acquisition date.  The total amount of goodwill is expected to be deductible for tax purposes.
 
   
Allocation as of October 8, 2018
   
Measurement Period Adjustments
   
Allocation as of September 28, 2019
 
Accounts receivable
  $
1,184
    $
    $
1,184
 
Inventory
   
1,127
     
     
1,127
 
Other current assets
   
86
     
     
86
 
Fixed assets
   
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
 
 
We accounted for the SSI acquisition pursuant to ASC
805,
Business Combinations
, with the purchase price allocated based upon fair value. The fair value of the fixed assets acquired were estimated using the market approach, based on analysis of sales and offerings for assets that are considered similar to the acquired assets.  The fair value of the acquired customer relationships intangible assets was estimated using discounted cash flows using the multi-period excess earnings method. The methods used to determine the fair value assigned to the fixed and intangible assets fall into Level
3
inputs as defined by ASC 
820,
Fair Value Measurements and Disclosures.