Quarterly report pursuant to Section 13 or 15(d)

Acquisition

v2.4.1.9
Acquisition
3 Months Ended
May 02, 2015
Acquisition  
Acquisition

 

2.  Acquisition

 

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 net per share in cash, or total consideration of approximately $1.8 billion. 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 integration costs related to Jos. A. Bank totaling $5.8 million for the three months ended May 2, 2015 which is included in selling, general and administrative expenses (“SG&A”) in the condensed consolidated statement of earnings.

 

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):

 

 

 

 

 

 

 

Adjusted

 

 

 

Preliminary

 

Measurement

 

preliminary

 

 

 

valuation at

 

period

 

valuation at

 

 

 

August 2, 2014

 

adjustments

 

May 2, 2015

 

Cash

 

$

328.9

 

$

 

$

328.9

 

Accounts receivable (mainly credit card receivables)

 

7.1

 

1.2

 

8.3

 

Inventories

 

379.3

 

(50.5

)

328.8

 

Other current assets

 

29.3

 

27.1

 

56.4

 

Property and equipment

 

174.8

 

(9.5

)

165.3

 

Goodwill

 

744.7

 

23.9

 

768.6

 

Intangible assets

 

621.2

 

1.0

 

622.2

 

Accounts payable, accrued expenses and other current liabilities

 

(177.0

)

21.6

 

(155.4

)

Other liabilities (mainly deferred income taxes)

 

(288.0

)

(14.8

)

(302.8

)

 

 

 

 

 

 

 

 

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.

 

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):

 

 

 

For the Three

 

 

 

Months Ended

 

 

 

May 3, 2014

 

Total net sales

 

$

847,896 

 

 

 

 

 

 

Net earnings attributable to common shareholders

 

$

20,197 

 

 

 

 

 

 

Net earnings per common share attributable to common shareholders:

 

 

 

Basic

 

$

0.42 

 

 

 

 

 

 

Diluted

 

$

0.42 

 

 

 

 

 

 

 

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, integration costs or other such costs and savings.