Acquisitions

9 Months Ended

Oct. 29, 2011

Acquisitions [Abstract]

Acquisitions

2. Acquisitions

     On August 6, 2010, we acquired Dimensions and certain assets of Alexandra, two leading providers of corporate clothing uniforms and workwear in the United Kingdom (“UK”), to expand our corporate apparel operations. The results of operations for Dimensions and Alexandra have been included in the condensed consolidated financial statements since that date. The acquired businesses are organized under a UK-based holding company, of which the Company controls 86% and certain previous shareholders of Dimensions control 14%. The Company has the right to acquire the remaining outstanding shares of the UK-based holding company after fiscal 2013 on terms set forth in the Investment, Shareholders’ and Stock Purchase Agreement.

     The acquisition-date cash consideration transferred for the Dimensions and Alexandra acquisitions was $79.8 million and $18.0 million, respectively, totaling $97.8 million (£61 million), and was funded through the Company’s cash on hand.

     The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the Dimensions and Alexandra acquisitions as of the date of acquisition (in thousands).

	As of August 6, 2010
	Dimensions			Alexandra			Total
Current non-cash assets	$	25,515		$	—		$	25,515
Inventory		48,340			16,980			65,320
Property and equipment		5,374			283			5,657
Intangible assets		35,474			1,501			36,975
Total identifiable assets acquired		114,703			18,764			133,467
Current liabilities		40,590			279			40,869
Other liabilities		8,273			—			8,273
Total liabilities assumed		48,863			279			49,142
Net identifiable assets acquired		65,840			18,485			84,325
Goodwill		26,989			—			26,989
Subtotal		92,829			18,485			111,314
Less: Fair value of noncontrolling interest		(13,004	)		—			(13,004	)
Less: Gain on bargain purchase		—			(524	)		(524	)
Net assets acquired	$	79,825		$	17,961		$	97,786

          Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable primarily to expected synergies and the assembled workforce of Dimensions. All of the goodwill has been assigned to our corporate apparel reporting segment and is non-deductible for tax purposes.

          Acquired intangible assets for both acquisitions consist primarily of customer relationship intangibles and trademarks, which are being amortized over their estimated useful lives of primarily 12 years. Acquired intangible assets also include $1.3 million related to certain trademarks of Alexandra which are not subject to amortization but will be evaluated at least annually for impairment.

          In connection with the Alexandra acquisition, we recognized a gain on a bargain purchase of approximately $0.5 million in fiscal 2010. The transaction resulted in a bargain purchase because the previous UK business of Alexandra plc was in administration (similar to bankruptcy) and was being sold through a bidding process.

          The $13.0 million noncontrolling interest fair value as of the August 6, 2010 acquisition date was determined based upon the $79.8 million fair value of consideration transferred to acquire our 86% interest in the UK businesses.

          Total integration costs incurred for the acquisitions of Dimensions and Alexandra were $1.0 million and $2.5 for the three and nine months ended October 29, 2011, respectively, and are included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings. Total acquisition transaction and integration costs incurred for the acquisitions of Dimensions and Alexandra were $1.4 million and $4.1 for the three and nine months ended October 30, 2010, respectively, and are included in SG&A in the condensed consolidated statement of earnings.

          For the three months ended October 29, 2011, the acquired businesses contributed net sales of $53.9 million, gross margin of $17.0 million and net earnings, including the pretax $1.0 million in integration costs, of $0.9 million to the Company’s condensed consolidated net earnings attributable to common shareholders. For the nine months ended October 29, 2011, the acquired businesses contributed net sales of $171.1 million, gross margin of $48.5 million and net earnings, including the pretax $2.5 million in integration costs, of $2.1 million to the Company’s condensed consolidated net earnings attributable to common shareholders. From the date of acquisition to the period ended October 30, 2010, the acquired businesses contributed net sales of $50.6 million, gross margin of $13.6 million and net earnings, including the pretax $4.1 million in acquisition transaction and integration costs, of $2.5 million to the Company’s condensed consolidated net earnings attributable to common shareholders.

     The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Dimensions had occurred on February 1, 2009, after giving effect to certain purchase accounting adjustments (in thousands, except per share data). The acquisition of Alexandra was not material to the Company’s financial position or results of operations, therefore pro forma operating results for Alexandra have not been included below.

	For the Three		For the Nine
	Months Ended		Months Ended
	October 30, 2010		October 30, 2010
Total net sales	$	552,728	$	1,623,168
Net earnings attributable to common shareholders	$	26,220	$	86,463
Net earnings per common share attributable to common shareholders:
Basic	$	0.49	$	1.63
Diluted	$	0.49	$	1.62

     This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Dimensions acquisition occurred on the dates indicated above or that may result in the future and does not reflect potential synergies, integration costs or other such costs and savings.

     Subsequent to completion of the acquisitions, Alexandra operations were extended to The Netherlands and France through newly formed subsidiaries during the fourth quarter of fiscal 2010. These subsidiaries did not have a material impact on our financial position, results of operations or cash flows as of and for the three and nine months ended October 29, 2011.