2. ACQUISITIONS

Jos. A. Bank

On June 18, 2014, we acquired 100% of the outstanding common stock of Jos. A. Bank, a men's specialty apparel retailer, for $65.00 per share in cash, or total consideration of approximately $1.8 billion. We believe that Jos. A. Bank's business model in conjunction with our business model will create the opportunity for meaningful synergies. The acquisition was funded primarily by a $1.1 billion term loan facility, the issuance of $600.0 million in senior unsecured notes and borrowings under an asset-based credit facility (see Note 4).

We incurred acquisition and integration costs related to Jos. A. Bank totaling $95.0 million for fiscal 2014, of which $10.6 million is included in cost of sales and the remainder is included in SG&A expenses in the consolidated statement of (loss) earnings. In addition, we recorded a loss on extinguishment of debt totaling $2.2 million, which is included as a separate line in the consolidated statement of (loss) earnings for fiscal 2014. Lastly, we incurred deferred financing costs of $51.1 million, which will be amortized over the contractual term of each financing arrangement, as discussed in Note 4.

The following table summarizes the preliminary estimates of the fair values of the identifiable assets acquired and liabilities assumed in the Jos. A. Bank acquisition as of June 18, 2014 and measurement period adjustments since the date of acquisition (amounts in millions):

	Preliminary valuation at August 2, 2014			Measurement period adjustments			Adjusted Preliminary valuation at January 31, 2015
Cash	$	328.9		$	—		$	328.9
Accounts receivable (mainly credit card receivables)		7.1			1.2			8.3
Inventories		379.3			(51.1	)		328.2
Other current assets		29.3			36.6			65.9
Property and equipment		174.8			(6.0	)		168.8
Goodwill		744.7			19.5			764.2
Intangible assets		621.2			1.0			622.2
Accounts payable, accrued expenses and other current liabilities		(177.0	)		16.0			(161.0	)
Other liabilities (mainly deferred income taxes)		(288.0	)		(17.2	)		(305.2	)

Total purchase price		1,820.3			—			1,820.3


Less: Cash acquired		(328.9	)					(328.9	)

Total purchase price, net of cash acquired	$	1,491.4					$	1,491.4

The current estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revisions, that may result in further adjustments to the adjusted preliminary values presented above, when management's appraisals and estimates are finalized.

Goodwill is calculated as the excess of the purchase price over the net assets acquired. The goodwill recognized is attributable to growth opportunities and expected synergies. All of the goodwill has been assigned to our retail reporting segment and is non-deductible for tax purposes.

Intangible assets consist of four separately identified assets. First, we identified the Jos. A. Bank tradename as an indefinite-lived intangible asset with a fair value of $539.1 million. The Jos. A. Bank tradename is not subject to amortization but will be evaluated at least annually for impairment. Second, we identified a customer relationship intangible asset with a fair value of $54.0 million which we are amortizing on a straight line basis over a useful life of seven years. Third, we recognized an intangible asset of $24.4 million for favorable Jos. A. Bank leases (as compared to prevailing market rates) which will be amortized over the remaining lease terms, including assumed renewals, resulting in a weighted-average amortization period of 11.5 years. Lastly, we recognized an intangible asset related to the Jos. A. Bank franchise store agreements of $4.7 million which we expect to amortize over 25 years.

The results of operations of Jos. A. Bank are included in our results of operations from the acquisition date. From June 18, 2014 through January 31, 2015, Jos. A. Bank generated net sales of $684.0 million and net earnings of $3.5 million, including $14.6 million of pre-tax integration costs, primarily contract termination and severance related, and $38.9 million of pre-tax purchase accounting adjustments, primarily consisting of the step up of inventory recognized as additional cost of sales and amortization of intangible assets.

The following table presents unaudited pro forma consolidated financial information as if the closing of our acquisition of Jos. A. Bank had occurred on February 3, 2013 (in thousands, except per share data):

	Fiscal Year
	2014		2013
Total net sales	$	3,596,820	$	3,505,399


Net earnings attributable to common shareholders	$	50,439	$	66,978


Net earnings per common share attributable to common shareholders:
Basic	$	1.05	$	1.36


Diluted	$	1.04	$	1.36

The pro forma financial information presented above has been prepared by combining our historical results and the historical results of Jos. A. Bank and further reflects the effect of purchase accounting adjustments and the elimination of transaction costs, among other items. This pro forma information is not necessarily indicative of the results of operations that actually would have resulted had the Jos. A. Bank acquisition occurred on the date indicated above or that may result in the future and does not reflect potential synergies.

Material non-recurring adjustments included in the pro forma financial information above consists of the step up of Jos. A. Bank inventory to its fair value and integration costs. For fiscal 2014 and 2013, $34.5 million and $33.9 million of these adjustments are included in the calculation of net earnings, respectively.

JA Holding

On August 6, 2013, we acquired all of the outstanding common stock of JA Holding, the parent company of the American clothing brand Joseph Abboud® and a U.S. tailored clothing factory, for $94.9 million in cash consideration. The cash paid at closing was funded by $100.0 million borrowed under the term loan provision of our previous credit agreement (see Note 4). Acquisition and integration costs of $3.7 million and $6.7 million during fiscal 2014 and 2013, respectively, are included in the consolidated statements of (loss) earnings within SG&A expenses.

The following table summarizes the fair values of the identifiable assets acquired and liabilities assumed in the JA Holding acquisition (amounts in millions).

Accounts receivable	$	12.8
Inventories		6.5
Other assets		3.1
Property and equipment		7.3
Goodwill		53.9
Tradename		30.0
Accounts payable, accrued expenses and other current liabilities		(7.2	)
Other liabilities		(11.5	)

Total purchase price	$	94.9

Goodwill is calculated as the excess of the purchase price over the net assets acquired. The acquisition resulted in goodwill primarily related to growth opportunities as we believe this transaction will accelerate our strategy of offering exclusive brands with broad appeal at attractive prices. All of the goodwill has been assigned to our retail reportable segment and is non-deductible for tax purposes. Acquired intangible assets consist of the Joseph Abboud tradename which is not subject to amortization but will be evaluated at least annually for impairment.

The results of operations for JA Holding were included in the consolidated statements of (loss) earnings beginning on August 6, 2013 and were not significant to our consolidated results. The impact of the acquisition on our results of operations, as if the acquisition had been completed as of the beginning of the periods presented, is not significant.