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Note 2 - Acquisitions
12 Months Ended
Feb. 01, 2020
Notes to Financial Statements  
Business Combination Disclosure [Text Block]

2.    ACQUISITIONS


 

Acquisition of Blowfish, LLC

On July 6, 2018, the Company entered into a Membership Interest Purchase Agreement ("Purchase Agreement") with Blowfish, LLC ("Blowfish Malibu"), pursuant to which the Company acquired a controlling interest in Blowfish Malibu.  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 was estimated to be $28.0 million, including approximately $9.0 million initially 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 initial $9.0 million estimate of the mandatory purchase obligation, which is recorded within other liabilities on the consolidated balance sheets, was valued on a discounted basis and is subject to remeasurement based on the earnings formula specified in the Purchase Agreement.  Accretion and remeasurement adjustments on the mandatory purchase obligation are being recorded as interest expense and totaled $6.0 million in 2019.  The mandatory purchase obligation, recorded within other liabilities on the consolidated balance sheets, was valued at $15.4 million as of February 1, 2020.  The operating results of Blowfish Malibu since July 6, 2018 have been included in the Company's 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.

 

During 2019, Blowfish Malibu contributed $55.8 million of net sales and reported net income of $4.8 million.  During the period from acquisition through February 2, 2019, Blowfish Malibu contributed $15.2 million of net sales and reported a net loss of $1.4 million.  The loss reflects $1.7 million of incremental cost of goods sold ($1.3 million on an after-tax basis, or $0.03 per diluted share) related to the amortization of the inventory fair value adjustment required for purchase accounting.  The net income or loss for the respective periods includes amortization expense on the acquired intangible assets. 

 

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 consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profits 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) and $8.9 million ($6.6 million on an after-tax basis, or $0.15 per diluted share) in incremental cost of goods sold in 2019 and 2018, respectively, related to the amortization of the inventory fair value adjustment required for purchase accounting.  In addition, the Company incurred acquisition and integration-related costs of $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) and $4.5 million ($3.3 million on an after-tax basis, or $0.08 per diluted share) in 2019 and 2018, respectively.  Of the $1.9 million of costs incurred in 2019, $1.8 million is presented within the Eliminations and Other category and $0.1 million is presented in the Brand Portfolio segment and recorded as a component of restructuring and other special charges, net.  All of the 2018 costs are reflected within the Eliminations and Other category.  Refer to Note 5 to the consolidated financial statements for additional information related to these costs.

 

During 2019, Vionic contributed $177.4 million of net sales and reported a net loss of $3.6 million.  During the period from the acquisition date through February 2, 2019, Vionic contributed $45.3 million of net sales and reported a net loss of approximately $8.3 million, primarily associated with the incremental cost of goods sold of $8.9 million related to the amortization of the inventory fair value adjustment required for purchase accounting.  The net loss for the respective periods includes amortization expense on the acquired intangible assets but excludes the incremental interest expense associated with the transaction.