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Acquisition of Shoe Station | 12 Months Ended
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Jan. 29, 2022
Business Combination and Asset Acquisition [Abstract] |
Acquisition of Shoe Station | Note 3 – Acquisition of Shoe Station On December 3, 2021, we acquired the physical stores and substantially all of the other assets of Shoe Station, Inc. ("Shoe Station") for total consideration of $70.7 million, net of $77,000 of cash acquired. The purchase price paid is subject to an adjustment for finalization of the value of the net assets acquired and was funded with available cash on hand. Shoe Station was one of the nation's largest independent shoe retailers, with 21 locations in five Southeastern states - Alabama, Florida, Georgia, Mississippi, and Louisiana. We believe the addition of a new brand and new retail locations to the Shoe Carnival portfolio creates a complementary retail platform to serve a broader family footwear customer base across both urban and suburban demographics. The results of Shoe Station are included in our consolidated financial statements since the acquisition date. Sales from our newly acquired Shoe Station banner totaled $16.6 million from December 4, 2021, through the end of fiscal 2021. Acquisition-related costs of $3.2 million were expensed as incurred and are included in selling, general and administrative expenses in our consolidated statements of income. The following table summarizes the preliminary allocation of the purchase price to the fair value of the assets acquired and liabilities assumed. The excess purchase price over the fair value of net assets acquired was allocated to goodwill. The allocation of the purchase price shown in the table below is preliminary and subject to change based on the finalization of our detailed valuations and any subsequent change in the purchase price.
(In thousands) |  |  |
Fair value of identifiable assets and liabilities: |  |  |
Merchandise inventories |  | $ | 28,714 |
Other assets |  |  | 3,048 |
Property and equipment, net |  |  | 6,451 |
Operating lease ROU assets |  |  | 14,174 |
Shoe Station trade names |  |  | 32,600 |
Goodwill |  |  | 11,384 |
Total assets |  | $ | 96,371 |
Accounts payable |  |  | 6,109 |
Operating lease liabilities |  |  | 17,346 |
Accrued and other liabilities |  |  | 2,231 |
Total liabilities |  | $ | 25,686 |
Purchase Price: |  |  |
Total consideration, net of cash acquired |  | $ | 70,685 |
We are treating Shoe Station trade names as indefinite-lived intangible assets; therefore, goodwill and the Shoe Station trade names will be charged to expense only if impaired. Impairment reviews will be conducted at least annually beginning in fiscal 2022 and involve a comparison of fair value to the carrying amount. If fair value is less than the carrying amount, an impairment loss would be recognized in selling, general, and administrative expenses. Goodwill and the indefinite-lived intangible assets are expected to be fully deductible for tax purposes over 15 years.

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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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