NOTE 4 - ACQUISITION AND DIVESTITURE OF
BUSINESSES AND LICENSE ARRANGEMENTS
During fiscal 2007, the Company purchased the remaining
minority equity interests in Bumble and Bumble
Products, LLC and Bumble and Bumble, LLC, which have
been accounted for as indefinite lived intangible assets in
the accompanying consolidated balance sheet.
On April 10, 2006 (the "Effective Date"), the Company
completed the sale of certain assets and operations of the
reporting unit that marketed and sold Stila brand products
to Stila Corp. (the "Purchaser"), an affiliate of Sun Capital
Partners, Inc., for consideration of $23.0 million. The sale
price included cash of $9.3 million, a promissory note
with a notional value of $13.3 million and a fair value of
$11.0 million and convertible preferred stock with an
aggregate liquidation preference of $5.0 million and a fair
value of $2.7 million. As additional consideration for the
purchased assets, and subject to the terms and conditions
of the sale agreement, the Purchaser will pay the Company
an amount equal to two percent of the annual net sales of
the acquired business during the period commencing on
the Effective Date and ending August 20, 2019. The
Company will use these proceeds to satisfy its commitment
under the 1999 agreement pursuant to which it
originally purchased the Stila business. The Purchaser
immediately assumed responsibility for all decisions
regarding the operations of the Stila business and the
Company agreed to divest itself of continuing involvement
in the Stila business, except as described below.
In fiscal 2006, the Company recorded charges of $80.3
million (net of $43.3 million tax benefit) to discontinued
operations, which reflected the loss on the disposition of
the business of $69.9 million, net of tax, and adjustments
to the fair value of assets sold, the costs to dispose of those
assets not acquired by the Purchaser and other costs in
connection with the sale. The charges also include the
operating losses of $10.4 million, net of tax, for fiscal year
ended June 30, 2006. Net sales associated with the discontinued
operations were $45.1 million for the fiscal year
ended June 30, 2006. All statement of earnings infor mation
for fiscal 2005 has been restated for com parative purposes,
including the restatement of the makeup product
category and each of the geographic regions presented in
Note 17-Segment Data and Related Information.
In order to facilitate the transition of the Stila business
to the Purchaser, the Company agreed to provide certain
infor mation systems, accounting and other back office
services to the Purchaser in exchange for monthly service
fees designed to recover the estimated costs of providing
these transition services. The Company also agreed with
the Purchaser to provide certain distribution and online
services. In both cases, the services concluded in
fiscal 2007.
In fiscal 2006, the Company settled its obligation,
recorded as goodwill at June 30, 2005, related to an earnout
provision in the Company's fiscal 2000 acquisition of
Jo Malone Limited.
In fiscal 2005, the Company acquired a majority equity
interest in its former distributor in Portugal. The aggregate
payments made to acquire the distributor were funded by
cash provided by operations and did not have a material
effect on the Company's results of operations or financial
condition. In addition, the Company assumed debt and
other long-term obligations of 4.6 million Euros associated
with the acquisition (approximately $5.6 million at
acquisition date exchange rates). The debt is payable
semi-annually through February 2008 at a variable
interest rate.
At various times during fiscal 2007, 2006 and 2005, the
Company also acquired businesses engaged in the wholesale
distribution and retail sale of the Company's products
in the United States and other countries.
The aggregate cost for these activities, which includes
purchase price, earn-out payments and acquisition costs,
was $61.2 million, $51.7 million, and $7.1 million in fiscal
2007, 2006 and 2005, respectively, and each transaction
was accounted for using the purchase method of accounting.
Accordingly, the results of operations for each of the
acquired businesses are included in the accompanying
consolidated financial statements commencing with its
date of original acquisition. Pro forma results of operations,
as if each of such businesses had been acquired as
of the beginning of the year of acquisition, have not been
presented, as the impact on the Company's consolidated
financial results would not have been material.
In fiscal 2007, the Company signed an exclusive agreement
to create fragrances and related products to be sold
to Coach Inc., which are available at Coach retail stores in
the United States. In May 2007, the Company entered into
a license agreement with Ford Motor Company to create
a fragrance using the name Mustang. Since fiscal 2006,
the Company developed and sold fragrance products pursuant
to a license agreement with Daisy Fuentes. Since
fiscal 2005, the Company developed and sold products
under license agreements for Sean John (announced in
May 2004), Tom Ford (announced in April 2005) and
Missoni (announced in May 2005) and an Origins license
agreement to develop and sell products using the name
of Dr. Andrew Weil (announced in October 2004).
Certain license agreements may require minimum
royalty payments, incremental royalties based on net sales
levels and minimum spending on advertising and promotional
activities. Royalty expenses are accrued in the
period in which net sales are earned while advertising and
promotional expenses are accrued at the time these costs
are incurred.
|