In the fourth quarter of fiscal 2021, the Company completed the acquisition of Beyond Yoga®, a body positive, premium athleisure apparel brand focused on quality, fit and comfort for all shapes and sizes. The acquisition was funded entirely by cash on hand. The results of operations, financial position and cash flows of Beyond Yoga® have been included in the Company's financial statements from the date of acquisition.

The Company accounted for the acquisition following FASB ASC Topic 805, Business Combinations, and the related assets acquired, and liabilities assumed were recorded at fair value on the acquisition date. The aggregate purchase price was allocated to the major categories of assets acquired and liabilities assumed based upon their respective fair values at the acquisition date.

The purchase price allocation is preliminary and based upon valuation information available to determine the fair value of certain assets and liabilities, including goodwill, and is subject to change, primarily for final adjustments to net working capital as additional information is obtained about the facts and circumstances that existed at the valuation date. The Company expects to finalize the fair values of the assets acquired and liabilities assumed over the one-year measurement period.

The following table summarizes the preliminary estimated fair values of the Beyond Yoga® assets acquired and liabilities assumed at the date of acquisition:


	September 21, 2021

	(Dollars in thousands)
Cash	$	1,491
Accounts receivable	5,028
Inventory(1)	18,706
Prepaid expenses and other current assets	509
Property, plant and equipment	760
Operating lease right-of-use assets	5,877
Goodwill	123,658
Intangible assets	245,507
Other non-current assets	463
Total assets acquired	401,999

Accounts payable	4,267
Other accrued liabilities	2,256
Operating lease liabilities	5,877
Total liabilities assumed	12,400

Net assets acquired	$	389,599

The goodwill is attributable to the Company's ability to expand the Beyond Yoga® brand to more consumers through direct-to-consumer expansion, including brick-and-mortar retail, gender and category growth, and further development of the wholesale footprint with premium partners. All of the goodwill will be deductible for tax purposes.

The Company assigned a fair value to and estimated useful lives for intangible assets acquired as part of the Beyond Yoga® acquisition. The fair value of the separately identifiable intangible assets, and their estimated useful lives as of the acquisition date were as follows:


	Estimated Fair Value		Weighted Average Estimated Useful Life (years)

	(Dollars in thousands)
Intangible Assets:
Trademark	$	215,969	Indefinite
Customer Relationships	29,538		8.2 years
Total	$	245,507

The Beyond Yoga® trademark, which is estimated to have an indefinite life, has been valued at $216.0 million using the relief-from-royalty method. The relief-from-royalty method requires the use of significant estimates and assumptions, including projected future revenues, a hypothetical royalty rate, the expected economic life of the asset, tax rates and a discount rate that reflects the level of risk associated with the future earnings attributable to the asset.

The Company has not disclosed pro forma information of the combined business as the transaction is not material to revenue or net income.

In connection with the acquisition, the Company recognized certain acquisition-related expenses which are expensed as incurred. These expenses are recognized within SG&A in the Company's consolidated statements of operations and include the following amounts:

•transaction and integration costs, including fees for advisory and professional services incurred as part of the acquisition and integration costs subsequent to the acquisition; and

•acquisition-related compensation, including amounts due to sellers that are contingent upon continuing employment.


	November 28, 2021

	(Dollars in thousands)
Acquisition-related expenses:
Transaction and integration costs	$	2,835
Acquisition-related compensation	962
Total	$	3,797

The Company will recognize a total expense of $15.0 million for deferred consideration that is due to certain continuing Beyond Yoga® employees, subject to the continued employment of those individuals through various vesting dates up to three years from the acquisition date. This acquisition-related compensation is expensed over the vesting periods as service is provided, and consists of cash payments, which are included within "accrued salaries, wages and employee benefits" within the Company's consolidated balance sheets until payments are made.

In December 2019, the Company completed an acquisition of all operating assets related to Levi’s® and Dockers® brands from The Jeans Company ("TJC"), the Company's distributor in Chile, Peru and Bolivia, for $52.2 million in cash, plus transaction costs. This includes 78 Levi’s® and Dockers® retail stores and one e-commerce site, distribution with the America's leading multi-brand retailers, and the logistical operations within these markets.