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BUSINESS COMBINATIONS (Tables) - Elizabeth Arden
9 Months Ended
Sep. 30, 2017
Business Acquisition [Line Items]  
Allocation of Consideration
The table below summarizes the allocation of the total consideration of $1,034.3 million paid on the Elizabeth Arden Acquisition Date.
 
Estimated Fair Value as Previously Reported(a)
 
Measurement Period Adjustments
 
Fair Value as Adjusted
Cash
$
41.1

 
$

 
$
41.1

Accounts Receivable
132.6

 

 
132.6

Inventories
323.3

 

 
323.3

Prepaid expenses and other current assets
30.7

 

 
30.7

Property and equipment
91.2

 

 
91.2

Deferred taxes, net (b)
68.7

 
10.0

 
78.7

Intangible assets(c)
336.8

 
(15.4
)
 
321.4

Goodwill
221.7

 
12.3

 
234.0

Other assets
16.6

 

 
16.6

     Total assets acquired
$
1,262.7

 
$
6.9

 
$
1,269.6

Accounts payable
(116.0
)
 

 
(116.0
)
Accrued expenses (d)
(109.3
)
 
1.7

 
(107.6
)
Other long-term liabilities(e)
(3.1
)
 
(8.6
)
 
(11.7
)
     Total liabilities assumed
$
(228.4
)
 
$
(6.9
)
 
$
(235.3
)
     Total consideration transferred
$
1,034.3

 
$

 
$
1,034.3

(a) As previously reported in Revlon's 2016 Form 10-K.

(b) The Measurement Period Adjustments to deferred taxes, net related to net increases in deferred tax assets as a result of the changes to the estimated fair values and remaining useful lives of acquired trade name intangible assets and the recognition of non-qualified benefit plan obligations of Elizabeth Arden, as discussed further below.

(c) The Measurement Period Adjustments to intangible assets related to a revised approach in the determination of the fair values for the acquired Elizabeth Arden trade names. During the first quarter of 2017, the Company obtained further clarity into the product portfolio acquired through the Elizabeth Arden Acquisition, and, recognizing that each brand has its own distinct profile with its own defining attributes, as well as differing expected useful lives, determined that a revised valuation approach was needed. The Company valued the acquired trade names within the Elizabeth Arden product portfolio, including Visible Difference, Elizabeth Arden Ceramide, Prevage, Eight Hour Cream, Elizabeth Arden Red Door, Elizabeth Arden Green Tea and Elizabeth Arden 5th Avenue. The Company determined the fair values of each acquired trade name using a risk-adjusted discounted cash flow approach, specifically the relief-from-royalty method. The relief-from-royalty method requires identifying the hypothetical cash flows generated by an assumed royalty rate that a third party would pay to license the trade names, and discounting them back to the Elizabeth Arden Acquisition Date. The royalty rate used in the valuation of each acquired trade name was based on a consideration of market rates for similar categories of assets.

The difference between the preliminary valuation of the Elizabeth Arden trade name and the sum of the fair values of the individual trade names within the Elizabeth Arden product portfolio resulted in an increase to goodwill of $15.4 million, which was recorded in the fiscal quarter ended March 31, 2017. As a result of this revised approach, the Company recognized amortization expense of approximately $1.8 million in its Unaudited Consolidated Statement of Operations and Comprehensive (Loss) Income during the first nine months of 2017 related to the amortization of the acquired trade names from the date of acquisition through December 31, 2016.

(d) The Measurement Period Adjustments to accrued expenses during the nine months ended September 30, 2017 related to changes in estimated payments for acquisition-related costs.

(e) The Measurement Period Adjustments to other long-term liabilities during the nine months ended September 30, 2017 related to the recognition of the projected benefit obligation of a certain foreign non-qualified benefit plan of Elizabeth Arden.
Acquired Intangible Assets
The intangible assets acquired in the Elizabeth Arden Acquisition based on the estimate of the fair values of the identifiable intangible assets are as follows:
 
As Previously Reported(a)
 
 
 
Adjusted
 
Estimated Fair Values
 
Remaining Useful Life at the Elizabeth Arden Acquisition Date (in years)
 
Measurement Period Adjustments(b)
 
Fair Values
 
Remaining Useful Life at the Elizabeth Arden Acquisition Date
(in years)
Trademarks, indefinite-lived
$
142.0

 
Indefinite
 
$
(103.0
)
 
$
39.0

 
Indefinite
Trademarks, finite-lived
15.0

 
15
 
87.6

 
102.6

 
5 - 20
Technology
2.5

 
10
 

 
2.5

 
10
Customer relationships
123.0

 
16
 

 
123.0

 
16
License agreements
22.0

 
19
 

 
22.0

 
19
Distribution rights
31.0

 
18
 

 
31.0

 
18
Favorable lease commitments
1.3

 
3
 

 
1.3

 
3
     Total acquired intangible assets
$
336.8

 
 
 
$
(15.4
)
(b) 
$
321.4

 
 
(a) As previously reported in Revlon's 2016 Form 10-K.

(b) The Measurement Period Adjustments to the Elizabeth Arden acquired trade names resulted in a $15.4 million increase to goodwill, which was recorded in the fiscal quarter ended March 31, 2017.
Pro Forma Results
The following table presents the Company's pro forma consolidated net sales and income from continuing operations before income taxes for the three and nine months ended September 30, 2016, respectively. The unaudited pro forma results include the historical consolidated statements of operations of the Company and Elizabeth Arden, giving effect to the Elizabeth Arden Acquisition and related financing transactions as if they had occurred at the beginning of the earliest period presented.
 
Unaudited Pro Forma Results
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2016
 
2016
Net sales
$
745.1

 
$
2,058.2

Income (loss) from continuing operations, before income taxes
(1.9
)
 
(28.8
)
Pro Forma Adjustments to Interest Expense
a pro forma increase in interest expense and amortization of debt issuance costs related to financing the Elizabeth Arden Acquisition and related debt restructuring transactions as summarized in the following table:
 
Three Months Ended
 
Nine Months Ended
($ in millions)
September 30, 2016
 
September 30, 2016
Interest Expense
 
 
 
Pro forma interest on 2016 Senior Credit Facilities and 6.25% Senior Notes
$
29.1

 
$
86.7

Reversal of Elizabeth Arden’s historical interest expense
(5.6
)
 
(19.5
)
Company historical interest expense, as reflected in the historical consolidated financial statements
(20.3
)
 
(45.2
)
Total adjustment for pro forma interest expense
$
3.2

 
$
22.0

Debt issuance costs
 
 
 
Pro forma amortization of debt issuance costs
$
2.0

 
$
6.1

Company historical amortization of debt issuance costs, as reflected in the historical consolidated financial statements
(1.1
)
 
(3.3
)
Reversal of Elizabeth Arden’s historical amortization of debt issuance costs
(0.4
)
 
(1.3
)
Total adjustment for pro forma amortization of debt issuance costs
$
0.5

 
$
1.5