Note 3 - Acquisitions

6 Months Ended

Aug. 03, 2019

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note 3 Acquisitions

Acquisition of Blowfish, LLC

On July 6, 2018, the Company entered into a Membership Interest Purchase Agreement ("Purchase Agreement") with Blowfish, LLC ("Blowfish", or "Blowfish Malibu"), pursuant to which the Company acquired a controlling interest in Blowfish.  The noncontrolling interest is subject to a mandatory purchase obligation after a three-year period based upon an earnings multiple formula, as specified in the Purchase Agreement.  The aggregate purchase price is estimated to be $28.8 million, including approximately $9.8 million assigned to the mandatory purchase obligation, which will be paid upon settlement in 2021.  The remaining $19.0 million (or $16.8 million, net of $2.2 million of cash received) was funded with cash.  The estimate of the mandatory purchase obligation, which is recorded within other liabilities on the condensed consolidated balance sheets, is presented on a discounted basis and is subject to remeasurement based on the earnings formula specified in the Purchase Agreement.  Accretion of the mandatory purchase obligation and any remeasurement adjustments are being recorded as interest expense.  During the thirteen and twenty-six weeks ended August 3, 2019, we recorded interest expense of $0.4 million and $0.5 million, respectively, for accretion and remeasurement adjustments.  The operating results of Blowfish Malibu since July 6, 2018 have been included in the Company's condensed consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profit for sales to the Famous Footwear segment reflected in the Eliminations and Other category.

Blowfish Malibu, which was founded in 2005, designs and sells women's and children's footwear that captures the fresh youthful spirit and casual living that is distinctively Southern California.  The footwear is marketed under the "Blowfish" and Blowfish Malibu" tradenames.  The acquisition allows for continued expansion of the Company's overall business and provides additional exposure to the growing sneaker and casual lifestyle segment of the market.

The Company’s purchase price allocation contains uncertainties because it required management to make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities.  A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.  The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations.  Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements).  Unanticipated events or circumstances may occur, which could affect the accuracy of the Company’s fair value estimates, including assumptions regarding industry economic factors and business strategies.  As of August 3, 2019, the purchase price allocation is complete.

During the thirteen weeks ended August 3, 2019, Blowfish Malibu contributed net sales of $15.7 million to the Brand Portfolio segment ($14.2 million on a consolidated basis, net of eliminations), and net loss of $0.4 million. During the twenty-six weeks ended August 3, 2019, Blowfish Malibu contributed net sales of $35.1 million to the Brand Portfolio segment ($30.4 million on a consolidated basis, net of eliminations), and a net income of $0.2 million.  During the period from the acquisition date through August 4, 2018, Blowfish Malibu contributed $3.1 million of net sales to the Brand Portfolio segment ($2.5 million of net sales on a consolidated basis, net of eliminations) and had an immaterial impact on the Company's earnings.

Acquisition of Vionic

On October 18, 2018, the Company entered into an Equity and Asset Purchase Agreement (the "Agreement") with the equity holders of Vionic Group LLC and Vionic International LLC, and VCG Holdings Ltd., a Cayman Islands corporation (collectively, "Vionic"), pursuant to which the Company acquired all of the outstanding equity interests of Vionic Group LLC and Vionic International LLC and certain related intellectual property from VCG Holdings Ltd for $360.0 million plus adjustments for cash and indebtedness, as defined in the Agreement.  The aggregate purchase price was $360.7 million (or $352.7 million, net of $8.0 million of cash received). The purchase was funded with borrowings from the Company's revolving credit agreement.  The operating results of Vionic since October 18, 2018 have been included in the Company's condensed consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profit for sales to the Famous Footwear segment reflected in the Eliminations and Other category.

Vionic, which was founded in 1979, brings together style and science, combining innovative biomechanics with the most coveted trends.  As pioneers in foot health with a global team of experts behind the dual gender brand, Vionic brings a fresh perspective to stylish, supportive footwear, offering a vast selection of active, casual and dress styles, sandals and slippers.  The acquisition of Vionic allows the Company to continue to expand its portfolio of brands and gives it additional access to the growing contemporary comfort footwear category.

The Brand Portfolio segment recognized $5.8 million ($4.3 million on an after-tax basis, or $0.10 per diluted share) in incremental cost of goods sold in the twenty-six weeks ended August 3, 2019 related to the amortization of the inventory fair value adjustment required for purchase accounting.   The fair value adjustment was fully amortized during the first quarter of 2019.

The Company incurred integration-related costs of $0.6 million ($0.5 million on an after-tax basis or $0.01 per diluted share) in the thirteen weeks ended August 3, 2019, which were recorded as a component of restructuring and other special charges, net. Of the $0.6 million, $0.6 million is presented within the Eliminations and Other category, with an immaterial amount presented in the Brand Portfolio segment.  In the twenty-six weeks ended August 3, 2019, the Company incurred integration-related costs of $0.9 million ($0.7 million on an after-tax basis, or $0.03 per diluted share), which were recorded as a component of restructuring and other special charges, net.  Of the $0.9 million, $0.8 million is presented within the Eliminations and Other category and $0.1 million is presented in the Brand Portfolio segment.

In the thirteen weeks ended August 3, 2019, Vionic contributed net sales of $47.0 million to the Brand Portfolio segment ($46.8 million on a consolidated basis, net of eliminations), and a net loss of $1.4 million.  In the twenty-six weeks ended August 3, 2019, Vionic contributed net sales of $101.8 million to the Brand Portfolio segment ($100.0 million on a consolidated basis, net of eliminations), and a net loss of $2.7 million.

Purchase Price Allocation

The assets and liabilities of Vionic were recorded at their estimated fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The Company has allocated the purchase price as of the acquisition date, October 18, 2018, as follows:

($ thousands)	October 18, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	8,024
Receivables		32,319
Inventories		58,332
Prepaid expense and other current assets		3,618
Total current assets		102,293
Goodwill		151,281
Intangible assets		144,700
Property and equipment		6,864
Total assets	$	405,138
LIABILITIES AND EQUITY
Current liabilities:
Trade accounts payable	$	19,679
Other accrued expenses		21,228
Total current liabilities		40,907
Other liabilities		3,541
Total liabilities		44,448
Net assets	$	360,690

The Company’s purchase price allocation required management to make assumptions and to apply judgment to estimate the fair value of the acquired assets and liabilities.  A single estimate of fair value results from a complex series of judgments about future events and uncertainties and relies heavily on estimates and assumptions.  The judgments the Company used in estimating the fair values assigned to each class of the acquired assets and assumed liabilities could materially affect the results of its operations.  Management estimated the fair value of the assets and liabilities based upon quoted market prices, the carrying value of the acquired assets and widely accepted valuation techniques, including discounted cash flows (Level 3 fair value measurements).  Unanticipated events or circumstances may occur, which could affect the accuracy of the Company’s fair value estimates, including assumptions regarding industry economic factors and business strategies.  A third-party valuation specialist assisted the Company with its preliminary fair value estimates for inventory and intangible assets other than goodwill.  The Company used all available information to make its best estimate of fair values at the acquisition date.  The Company continues to evaluate certain contingent liabilities, but the purchase price allocation is substantially complete as of August 3, 2019.

Goodwill and intangible assets reflected above were determined to meet the criteria for recognition apart from tangible assets acquired and liabilities assumed.  The goodwill recognized, which is deductible for tax purposes, is primarily attributable to synergies and an assembled workforce.  Refer to Note 9 to the consolidated financial statements for additional information regarding goodwill and intangible assets.