Acquisitions

Bras N Things

On February 12, 2018, the Company acquired 100% of the outstanding equity of BNT Holdco Pty Limited (“Bras N Things”) for a total purchase price of A$498,236 (US$391,572), which includes a cash payment of A$428,956 (US$337,123), an indemnification escrow of A$35,000 (US$27,507) and assumed debt of A$34,280 (US$26,942). U.S. dollar equivalents are based on acquisition date exchange rates. The Company funded the acquisition with a combination of short-term borrowings under its Revolving Loan Facility and cash on hand. The A$35,000 indemnification escrow is held in a retention account for a period of 18 months after the date of the acquisition to secure indemnification claims or other obligations of the sellers under the purchase agreement. The remaining balance of the indemnification escrow, including interest earned, if any, will be paid to the sellers at the end of the 18 month period. The indemnification escrow, held in one of the Company’s bank accounts, is recognized and classified as restricted cash and included in the “Other noncurrent assets” line of the Condensed Consolidated Balance Sheet as of March 31, 2018.

Bras N Things contributed net revenues of $16,137 and pretax earnings of $3,178 (excluding acquisition and integration related charges of approximately $936) since the date of acquisition. The results of operations of Bras N Things have been included in the Company’s condensed consolidated financial statements since the date of acquisition and are reported as part of the International segment.

Bras N Things is a leading intimate apparel retailer and e-commerce business in Australia, New Zealand and South Africa. Bras N Things sells proprietary bras, panties and lingerie sets through a retail network of approximately 170 stores and an e-commerce platform. The Company believes this acquisition will create opportunities for expansion of the Bras N Things’ consumer-directed sales model. Factors that contribute to the amount of goodwill recognized for the acquisition include the value of entry into the outlet store sector, expansion of online presence, including the third-party marketplace and expected synergies with existing Company functions. Goodwill associated with the acquisition is not tax deductible.

The Bras N Things trademark and brand name, which management believes to have an indefinite life, has been valued at $275,071. Amortizable intangible assets have been assigned values of $2,358 for noncompete agreements and $785 for customer lists. Noncompete agreements are being amortized over one year and the customer list is being amortized over three years.

The Company is still in the process of valuing the assets acquired and liabilities assumed. The allocation of purchase price is preliminary and subject to change. Accordingly, adjustments may be made to the values of the acquired assets and assumed liabilities as additional information is obtained about the facts and circumstances which existed at the acquisition date. The acquired assets and liabilities as of the date of acquisition (February 12, 2018) include the following:



Cash and cash equivalents	$	2,765
Accounts receivable, net	197
Inventories	10,110
Other current assets	1,637
Property, net	12,417
Trademarks and other identifiable intangibles	278,214
Deferred tax assets and other noncurrent assets	2,539
Total assets acquired	307,879
Accounts payable	4,929
Accrued liabilities and other	16,339
Deferred tax liabilities and other noncurrent liabilities	7,663
Total liabilities assumed	28,931
Net assets acquired	278,948
Goodwill	112,624
Total purchase price	$	391,572

Total purchase price of the Bras N Things acquisition consisted of the following components:



Cash consideration paid	$	337,123
Indemnification escrow asset	27,507
Debt assumed	26,942
Total purchase price	$	391,572

Unaudited pro forma results of operations for the Company are presented below for the quarters ending March 31, 2018 and April 1, 2017, assuming that the acquisition of Bras N Things had occurred on January 1, 2017. Pro forma operating results for the quarter ended April 1, 2017 include expenses totaling $1,129, for acquisition-related adjustments primarily related to inventory and intangible assets.



	Quarter Ended
	March 31, 2018		April 1, 2017
Net sales	$	1,501,315	$	1,427,069
Net income from continuing operations	82,641		78,764
Earnings per share from continuing operations:
Basic	$	0.23	$	0.21
Diluted	0.23		0.21

Champion Europe

In 2016, the Company acquired 100% of Champion Europe S.p.A. (“Champion Europe”), in an all-cash transaction valued at €220,751 (US$245,554) on an enterprise value basis, less working capital adjustments as defined in the purchase agreement, which included an estimated contingent consideration of €40,700 (US$45,277). The final contingent consideration for the Champion Europe acquisition was determined to be €64,250 (US$73,738), of which €37,820 (US$41,250) was paid in April 2017 and €26,430 (US$32,488) was paid in February 2018.