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Business Combinations (Notes) | 6 Months Ended
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Jul. 02, 2022
Business Combinations [Abstract] |
Business Combination Disclosure | BUSINESS ACQUISITIONS On July 31, 2021, the Company entered into a definitive agreement to acquire 100% of the outstanding shares of Lady of Leisure InvestCo Limited. The acquisition was completed on August 2, 2021 for $417.4 million, which is net of acquired cash of $7.4 million. The Acquired Company owns the Sweaty Betty® brand and activewear business. The acquisition was funded with cash on hand and borrowings under the Company’s Revolving Facility. Sweaty Betty® is a premium women’s activewear brand that distributes a wide array of innovative on-trend tops, bottoms, swimwear, outerwear, and accessories around the world, mainly through direct-to-consumer channels. The Sweaty Betty® acquisition is part of the Company’s strategic shift over the last several years from a traditional footwear wholesaler to a consumer-obsessed, digital-focused growth company. The acquisition also aligns with the Company’s strategic growth plan to focus on expanding the Company’s digital and international footprint, and building the brand portfolio beyond footwear. Sweaty Betty® contributed net revenue of $47.4 million and $100.9 million and net loss of $0.6 million and $0.7 million to the Company for the quarter and year-to-date ended July 2, 2022, respectively. The Sweaty Betty® operating results are included in the Other category for segment reporting purposes. The Company recognized acquisition-related transaction costs of $7.5 million, all of which were recognized in fiscal year 2021 in the selling, general and administrative expenses line item in the Consolidated Statement of Operations. These costs represent investment banking fees, legal and professional fees, transaction fees, and consulting fees associated with the 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 using primarily Level 2 and Level 3 inputs. The Level 2 and Level 3 valuation inputs include an estimate of future cash flows and discount rates. The Sweaty Betty® trademark, which is estimated to have an indefinite life, has been valued at $346.4 million using the multi-period excess earnings method. The multi-period excess earnings method requires the use of significant estimates and assumptions, including but not limited to, future revenues, growth rates, EBITDA margin, tax rates and a discount rate. The purchase price allocation was finalized during the quarter ended July 2, 2022. The following table summarizes the purchase price allocation to the assets acquired and liabilities assumed at the acquisition date:
(In millions) | Fair Value |  |  |
Accounts receivable | $ | 3.6 |  |  |  |
Inventories | 48.4 |  |  |  |
Prepaid expenses and other current assets | 5.3 |  |  |  |
Property, plant and equipment | 10.0 |  |  |  |
Lease right-of-use assets | 7.0 |  |  |  |
Goodwill | 118.9 |  |  |  |
Intangibles | 355.0 |  |  |  |
Other assets | 0.6 |  |  |  |
Total assets acquired | 548.8 |  |  |  |
Accounts payable | 13.1 |  |  |  |
Accrued salaries and wages | 6.0 |  |  |  |
Other accrued liabilities | 14.3 |  |  |  |
Lease liabilities | 7.0 |  |  |  |
Deferred income taxes | 91.0 |  |  |  |
Total liabilities assumed | 131.4 |  |  |  |
Net assets acquired | $ | 417.4 |  |  |  |
Goodwill is the result of expected synergies and the Company’s ability to grow the Sweaty Betty® brand, as well as the acquired assembled workforce. All of the goodwill is presented within the Other category for segment reporting purposes and within the Sweaty Betty® reporting unit and will not be deductible for income tax purposes. Intangible assets acquired in the acquisition were valued as follows:
(In millions) | Intangible Asset |  | Useful life
Trade name and trademark | $ | 346.4 |  |  | Indefinite
Customer relationship | 7.2 |  |  | 18 years
Backlog | 1.0 |  |  | 5 months
Customer list | 0.4 |  |  | 3 years
Total intangible assets acquired | $ | 355.0 |  |  |
The following unaudited pro forma summary presents consolidated information of the Company as if the acquisition of Sweaty Betty® occurred at the beginning of fiscal 2020. The pro forma information is not necessarily indicative of the results that would have actually been obtained if the acquisition had occurred at the beginning of the periods presented or that may be attained in the future. These pro forma amounts have been calculated after including the historical Sweaty Betty® operating results in the Company’s consolidated results, and reflecting the following adjustments: fair value adjustments for intangible assets and adjustments reflecting historical interest expense. The adjustments have been applied with related tax effects.
|  |  | Quarter Ended |  | Year-to Date Ended |  |
(In millions) |  |  | July 3, 2021 |  | July 3, 2021 |  |  |  |
Net revenue |  |  | $ | 687.2 |  |  | $ | 1,257.0 |  |  |  |  |
Net earnings attributable to Wolverine World Wide, Inc. |  |  | $ | 45.1 |  |  | $ | 86.2 |  |  |  |  |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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