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Acquisitions
12 Months Ended
Feb. 28, 2023
Business Combinations [Abstract]  
Acquisitions
Note 7 - Acquisitions

Curlsmith

On April 22, 2022, we completed the acquisition of Recipe Products Ltd., a producer of innovative prestige hair care products for all types of curly and wavy hair under the Curlsmith brand. Curlsmith's products are a category leader in the market for prestige haircare products for curly hair and include conditioners, shampoos and co-washes purposefully designed for the unique joys and challenges of all types of curls and textured hair. The Curlsmith brand and products were added to the Beauty & Wellness segment. The total purchase consideration was $147.9 million in cash, net of a final net working capital adjustment of $2.1 million and cash acquired. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility. We incurred pre-tax acquisition-related expenses of $2.7 million during fiscal 2023, which were recognized in SG&A within our consolidated statement of income.

We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The goodwill recognized is attributable primarily to expected synergies including leveraging our Beauty &
Wellness segment's existing marketing and sales structure, as well as our global sourcing, distribution, shared service, and international go-to-market capabilities. The goodwill is not expected to be deductible for income tax purposes. We have provisionally determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $21.0 million to trade names and are amortizing over a 20 year expected life. We assigned $12.0 million to customer relationships and are amortizing over a 19.5 year expected life, based on historical attrition rates.

During fiscal 2023, we made adjustments to provisional asset and liability balances, which resulted in a corresponding net increase to goodwill of $0.1 million. We also finalized the net working capital adjustment, which resulted in a $1.8 million reduction to the total purchase consideration and goodwill.

The following table presents the preliminary estimated fair values of assets acquired and liabilities assumed at the acquisition date:

 (in thousands)
Assets: 
Receivables$4,211 
Inventory7,890 
Prepaid expenses and other current assets119 
Property and equipment212 
Goodwill116,857 
Trade names - definite21,000 
Customer relationships - definite12,000 
 Deferred tax assets, net360 
Total assets162,649 
Liabilities:
Accounts payable1,401 
Accrued expenses and other current liabilities2,624 
Income taxes payable2,510 
Deferred tax liabilities, net8,187 
Total liabilities14,722 
Net assets recorded$147,927 

Both the fair value and gross contractual amount of receivables acquired was $4.2 million, as an immaterial amount was expected to be uncollectible.

The impact of the acquisition of Curlsmith on our consolidated statement of income for fiscal 2023 is as follows:

April 22, 2022 (acquisition date) through February 28, 2023
(in thousands, except earnings per share data)
 Fiscal Year Ended
February 28, 2023 (1)
Sales revenue, net$35,530 
Net income2,906 
EPS:
Basic$0.12 
Diluted$0.12 

(1)Represents approximately forty-five weeks of operating results from Curlsmith, acquired April 22, 2022. Net income and EPS amounts include allocations for corporate expenses, interest expense and income tax expense.
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of Curlsmith had occurred on March 1, 2021. This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred as if the acquisition had been completed on March 1, 2021, and this information is not intended to be indicative of future results:
Fiscal Years Ended
Last Day of February,
(in thousands, except earnings per share data)20232022
Sales revenue, net$2,079,759 $2,259,463 
Net income145,186 224,828 
EPS:
Basic$6.06 $9.31 
Diluted$6.03 $9.21 

These amounts have been calculated after applying our accounting policies and adjusting the results of Curlsmith to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on March 1, 2021.

Osprey

On December 29, 2021, we completed the acquisition of Osprey, a longtime U.S. leader in technical and everyday packs. Osprey is highly respected in the outdoor industry with a product lineup that includes a wide range of backpacks and daypacks for hiking, mountaineering, skiing, climbing, mountain biking, trail running, commuting, and school, as well as rugged adventure travel packs, wheeled luggage, and travel accessories. The Osprey brand and products were added to the Home & Outdoor segment. The total purchase consideration, net of cash acquired, was $409.3 million in cash, including the impact of a final $10.7 million favorable net working capital adjustment. The acquisition was funded with cash on hand and borrowings under our existing revolving credit facility. We incurred pre-tax acquisition-related expenses of $0.1 million and $2.4 million during fiscal 2023 and 2022, respectively, which were recognized in SG&A within our consolidated statements of income.

We accounted for the acquisition as a purchase of a business and recorded the excess of the purchase price over the estimated fair value of the assets acquired and liabilities assumed as goodwill. The goodwill recognized is attributable primarily to expected synergies including leveraging our information systems, shared service capabilities and international footprint. The goodwill is not expected to be deductible for income tax purposes. We have determined the appropriate fair values of the acquired intangible assets and completed our analysis of the economic lives of the assets acquired. We assigned $170.0 million to trade names which were determined to have an indefinite life. We assigned $22.0 million to customer relationships and are amortizing over a 4.5 year expected life, based on historical attrition rates.

During fiscal 2023, we made final adjustments to provisional asset and liability balances, which resulted in a corresponding net increase to goodwill of $2.3 million. We also finalized the net working capital adjustment, which resulted in a $1.6 million reduction to the total purchase consideration and goodwill.
The following table presents the estimated fair values of assets acquired and liabilities assumed at the acquisition date:

 (in thousands)
Assets: 
Receivables$12,437 
Inventory30,001 
Prepaid expenses and other current assets3,699 
Income taxes receivable4,169 
Property and equipment11,576 
Goodwill209,721 
Trade names - indefinite170,000 
Customer relationships - definite22,000 
Operating lease assets2,155 
Total assets465,758 
Liabilities:
Accounts payable3,780 
Accrued expenses and other current liabilities11,125 
Lease liabilities, non-current 1,719 
Deferred tax liabilities, net39,839 
Total liabilities56,463 
Net assets recorded$409,295 

The fair value of receivables acquired is $12.4 million, with the gross contractual amount being $12.5 million and $0.1 million expected to be uncollectible.

The impact of the acquisition of Osprey on our consolidated statement of income for fiscal 2022 is as follows:

December 29, 2021 (acquisition date) through February 28, 2022
(in thousands, except earnings per share data)
Fiscal Year Ended February 28, 2022 (1)
Sales revenue, net$24,373 
Net income696 
EPS:
Basic$0.03 
Diluted$0.03 

(1)Net income and EPS amounts include allocations for corporate expenses, interest expense and income tax expense.
The following supplemental unaudited pro forma information presents our financial results as if the acquisition of Osprey had occurred on March 1, 2020. This supplemental pro forma information has been prepared for comparative purposes and would not necessarily indicate what may have occurred if the acquisition had been completed on March 1, 2020, and this information is not intended to be indicative of future results:

Fiscal Years Ended the Last Day of February,
(in thousands, except earnings per share data)20222021
Sales revenue, net$2,361,906 $2,224,196 
Net income202,507 259,311 
EPS:
Basic$8.39 $10.38 
Diluted$8.30 $10.29 
These amounts have been calculated after applying our accounting policies and adjusting the results of Osprey to reflect the effect of definite-lived intangible assets recognized as part of the business combination on amortization expense as if the acquisition had occurred on March 1, 2020.