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Acquisitions and Goodwill
 12 Months Ended
Dec. 29, 2012
Acquisitions and Goodwill  
Acquisitions and Goodwill

2. Acquisitions and Goodwill

        Skagen Designs, Ltd. Acquisition.    On April 2, 2012, the Company acquired Skagen Designs, Ltd. and certain of its international affiliates ("Skagen Designs"). Skagen Designs was a privately held Nevada-based company that marketed and distributed contemporary Danish design accessories including watches, clocks, jewelry and sunglasses globally. The primary purpose of the acquisition was to add an attractive brand to the Company's portfolio that the Company can grow using established distribution channels. The purchase price was $231.7 million in cash and 150,000 shares of the Company's common stock valued at $19.9 million based on the mean between the highest and lowest sales price of the Company's common stock on NASDAQ on April 2, 2012. To fund the cash purchase price, the Company utilized approximately $200 million of availability under its $350 million revolving line of credit and excess cash available in its international subsidiaries to fund the international portion of the purchase price. In addition, the sellers may receive up to 100,000 additional shares of the Company's common stock if the Company's net sales of SKAGEN® branded products exceed certain thresholds over a defined period of time (the "Earnout").

        The Company recorded a contingent consideration liability in accrued expenses—other in the Company's consolidated balance sheets of $9.9 million as of the acquisition date related to the Earnout. As of December 29, 2012, the contingent consideration liability was remeasured at zero, which resulted in a decrease in operating expenses of $9.9 million during fiscal year 2012. The results of Skagen Designs' operations have been included in the Company's consolidated financial statements since April 2, 2012.

        Prior to closing the Skagen Designs acquisition, the Company incurred approximately $600,000 of acquisition-related expenses for legal, accounting and valuation services during fiscal year 2011 and the 13 weeks ended March 31, 2012. The Company incurred additional acquisition and integration related costs of approximately $8.2 million since the closing date. Acquisition and integration costs are reflected in general and administrative expenses on the Company's consolidated statements of comprehensive income.

        The Company's consolidated statements of comprehensive income for fiscal year 2012 includes $93.8 million of net sales and $11.2 million of operating income, related to the results of operations of Skagen Designs since April 2, 2012. Operating income was favorably impacted by $10.0 million related to Skagen Designs' ongoing operations.

        Assets acquired and liabilities assumed in the transaction were recorded at their acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. Because the total purchase price exceeded the fair values of the tangible and intangible assets acquired, goodwill was recorded equal to the difference. The element of goodwill that is not separable into identifiable intangible assets represents expected synergies. The following table summarizes the allocation of the purchase price to the preliminary estimated fair value of the assets acquired and the liabilities assumed as of April 2, 2012, the effective date of the acquisition (in thousands):

Cash paid, net of cash acquired

   $   229,012  

Value of common stock issued

     19,899  

Contingent consideration

     9,950  
       

Total transaction consideration:

   $   258,861  
       

Accounts receivable

   $ 16,595  

Inventories

     22,638  

Prepaid expenses and other current assets

     3,306  

Property, plant & equipment

     4,232  

Goodwill

     140,387  

Trade name

     64,700  

Customer lists

     24,400  

Patents

     1,500  

Noncompete agreement

     1,900  

Other long-term assets

     2,972  

Current liabilities

     (20,840 )

Long-term liabilities

     (2,929 )
       

Total net assets acquired

   $   258,861  
       

        The amounts shown above may change in the near term as management continues to assess the fair value of acquired assets and liabilities. A change in this valuation may also impact the income tax related accounts and goodwill. The goodwill and trade name assets recognized from the acquisition have indefinite useful lives and will be tested annually for impairment. The amortization periods for the acquired customer lists, patents and noncompete agreements have amortization periods of five to nine years, three years and six years, respectively. Approximately $133.8 million of the goodwill recognized in the acquisition is expected to be deductible for tax purposes.

        The following unaudited pro forma financial information presents the combined results of operations of Fossil, Inc. and Skagen Designs as if the acquisition had occurred at the beginning of each period presented below. The pro forma information is not necessarily indicative of what the financial position or results of operations actually would have been had the acquisition been completed at the beginning of each period presented below. In addition, the unaudited pro forma financial information is not indicative of, nor does it purport to project, the future financial position or operating results of Fossil, Inc. The unaudited pro forma financial information for fiscal 2012 was adjusted to exclude acquisition and integration costs and does not give effect to any potential cost savings or other operating efficiencies that could result from the acquisition. These acquisition and integration costs were included in the pro forma information for fiscal year 2011. The following table presents the unaudited pro forma financial information (in thousands except per share data):

Fiscal Year
  2012   2011  
 
   Unaudited
  

Net sales

   $   2,887,951   $   2,687,162  

Net income attributable to Fossil, Inc. 

     350,010     300,739  

Earnings per share:

              

Basic

   $ 5.74   $ 4.75  

Diluted

   $ 5.70   $ 4.70  

        Swiss Technology Productions AG Acquisition.    Effective April 30, 2012, the Company acquired fifty-one percent of Swiss Technology Productions AG ("STP") to support its Swiss-made watch production. The acquisition was completed for 255,000 Swiss francs, approximately $266,000. The Company recorded approximately $160,000 of goodwill related to the acquisition. The results of STP's operations and related noncontrolling interest have been included in the Company's consolidated financial statements since the acquisition date.

        Fossil Spain Acquisition.    On August 10, 2012, the Company's Spanish joint venture company, Fossil, S.L. ("Fossil Spain"), entered into a Framework Agreement (the "Framework Agreement") with several related and unrelated parties, including General De Relojeria, S.A., the Company's joint venture partner, pursuant to which, among other things, Fossil Spain was granted the right to acquire the outstanding 50% of its shares owned by General De Relojeria, S.A. upon the expiration of the joint venture agreement on December 31, 2015.

        The purchase price has a fixed and variable component. The fixed price will be determined based on 50% of the net book value of Fossil Spain as of December 31, 2012 (the net book value was approximately $15.9 million as of December 29, 2012). The variable price will be determined based on Fossil Spain's aggregated results of operations less dividends distributed by Fossil Spain to General De Relojeria, S.A. for the calendar years 2013, 2014 and 2015, with a minimum variable price of 2.0 million Euros (approximately $2.6 million at December 29, 2012) and a maximum variable price of 3.5 million Euros (approximately $4.6 million at December 29, 2012) each respective year.

        Goodwill.    Goodwill is the excess of the cost of an acquired entity over the net of the amounts assigned to assets acquired and liabilities assumed. The changes in the carrying amount of goodwill, which is not subject to amortization, were as follows (in thousands).

At Fiscal Year End
  North
America
wholesale		   Europe
wholesale		   Asia
Pacific
wholesale		   Direct to
consumer		   Total  

Balance at January 1, 2011

   $ 23,838   $ 18,120   $ 2,614   $ 0   $ 44,572  

Foreign currency changes

     (233 )   (229 )   (56 )   0     (518 )
                       

Balance at December 31, 2011

     23,605     17,891     2,558     0     44,054  

Acquisitions

     85,530     46,020     8,997     0     140,547  

Foreign currency changes

     135     (27 )   84     0     192  
                       

Balance at December 29, 2012

   $ 109,270   $ 63,884   $ 11,639   $ 0   $ 184,793