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ACQUISITIONS | 12 Months Ended
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Jan. 30, 2021
ACQUISITIONS |
ACQUISITIONS | 2. ACQUISITIONS ​ Acquisition of Blowfish, LLC On July 6, 2018, the Company entered into a Membership Interest Purchase Agreement ("Purchase Agreement") with Blowfish, LLC ("Blowfish Malibu"), pursuant to which the Company acquired a controlling interest in Blowfish Malibu. The noncontrolling interest is subject to a mandatory purchase obligation after a three-year period based upon an earnings multiple formula, as specified in the Purchase Agreement. The aggregate purchase price was estimated to be $28.0 million, including approximately $9.0 million initially assigned to the mandatory purchase obligation, which will be paid upon settlement in 2021. The remaining $19.0 million (or $16.8 million, net of $2.2 million of cash received) was funded with cash. The initial $9.0 million estimate of the mandatory purchase obligation was valued on a discounted basis and is subject to remeasurement based on the earnings formula specified in the Purchase Agreement. As of January 30, 2021, the fair value of the mandatory purchase obligation of $39.1 million is presented within current liabilities, reflecting the anticipated settlement in the third quarter of 2021. As of February 1, 2020, the mandatory purchase obligation was valued at $15.2 million and was presented within other liabilities on the consolidated balance sheets. Accretion and remeasurement adjustments on the mandatory purchase obligation are being recorded as interest expense and totaled $23.9 million and $6.0 million in 2020 and 2019, respectively. The operating results of Blowfish Malibu since July 6, 2018 have been included in the Company’s consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profit for sales to the Famous Footwear segment reflected in the Eliminations and Other category. Acquisition of Vionic On October 18, 2018, the Company entered into an Equity and Asset Purchase Agreement (the "Agreement") with the equity holders of Vionic Group LLC and Vionic International LLC, and VCG Holdings Ltd., a Cayman Islands corporation (collectively, "Vionic"), pursuant to which the Company acquired all of the outstanding equity interests of Vionic Group LLC and Vionic International LLC and certain related intellectual property from VCG Holdings Ltd for $360.0 million plus adjustments for cash and indebtedness, as defined in the Agreement. The aggregate purchase price was $360.7 million (or $352.7 million, net of $8.0 million of cash received). The purchase was funded with borrowings from the Company’s revolving credit agreement. The operating results of Vionic since October 18, 2018 have been included in the Company’s consolidated financial statements within the Brand Portfolio segment, with the elimination of sales and profits for sales to the Famous Footwear segment reflected in the Eliminations and Other category. The Company recognized Vionic acquisition and integration-related costs of $5.8 million ($4.3 million on an after-tax basis, or $0.10 per diluted share) and $8.9 million ($6.6 million on an after-tax basis, or $0.15 per diluted share) for the incremental cost of goods sold in 2019 and 2018, respectively, related to the amortization of the inventory fair value adjustment required for purchase accounting. There were no corresponding charges in 2020. In addition, the Company incurred acquisition and integration-related costs of $3.4 million ($2.6 million on an after-tax basis, or $0.07 per diluted share), $1.9 million ($1.4 million on an after-tax basis, or $0.03 per diluted share) and $4.5 million ($3.3 million on an after-tax basis, or $0.08 per diluted share) in 2020, 2019 and 2018, respectively. Of the $3.4 million of costs incurred in 2020, which were recorded as a component of restructuring and other special charges, $3.3 million is presented within the Brand Portfolio segment and $0.1 million is presented in the Eliminations and Other category. Of the $1.9 million of costs incurred in 2019, $1.8 million is presented within the Eliminations and Other category and $0.1 million is presented in the Brand Portfolio segment and recorded as a component of restructuring and other special charges, net. All of the 2018 costs are reflected within the Eliminations and Other category. Refer to Note 5 to the consolidated financial statements for additional information related to these costs.

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