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Note 2 - Acquisitions
6 Months Ended
Jul. 02, 2011
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.