Neiman Marcus 2014 Annual Report Download - page 120

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Table of Contents
Consideration payable to former equity holders (including $26.8 million management rollover)
$ 3,382.7
Capitalized transaction costs
32.7
Total consideration paid to effect the Acquisition
3,415.4
Net assets acquired at historical cost
821.9
Adjustments to state acquired assets at fair value:
(1) Increase carrying value of merchandise inventories $ 129.6
(2) Increase carrying value of property and equipment 457.7
(3) Revalue intangible assets:
Tradenames 739.3
Other definite-lived intangible assets, primarily customer lists 492.1
Favorable lease commitments 799.8
(4) Change in carrying values of other assets and liabilities (67.0)
(5) Write-off of historical deferred lease credits 102.3
(6) Write-off of historical debt issuance costs (31.3)
(7) Write-off of historical goodwill (1,263.4)
(8) Settlement of unvested Predecessor stock options (Note 14) 51.5
(9) Tax impact of valuation adjustments and other tax benefits (965.7)
Total adjustments to state acquired assets at fair value
444.9
Net assets acquired at fair value
1,266.8
Excess purchase price related to the Acquisition recorded as goodwill
$ 2,148.6
Pro Forma Financial Information. The following unaudited pro forma results of operations assume that the Acquisition occurred on July 29, 2012.
This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the
Acquisition had actually occurred on that date, nor the results that may be obtained in the future.






Revenues
$ 4,839,331
$ 4,648,249
Net earnings (loss)
36,501
(118,315)
Pro forma adjustments for fiscal year 2014 consist primarily of (i) the reversal of $162.7 million of transaction costs incurred in connection with the
Acquisition, (ii) the reversal of the historical non-cash charges of $129.6 million to cost of goods sold related to the sale of our acquired inventories that were
valued at their fair values as of the Acquisition date and (iii) reductions in depreciation and amortization charges aggregating $26.5 million, partially offset
by (iv) interest expense of $29.8 million.
Pro forma adjustments for fiscal year 2013 consist primarily of (i) depreciation and amortization charges aggregating $159.8 million, (ii) interest
expense of $130.9 million and (iii) non-cash charges of $129.6 million to cost of goods sold related to the step-up in carrying value of our inventories as of
the Acquisition date.

In October 2014, we acquired MyTheresa, a luxury retailer headquartered in Munich, Germany. The operations of MyTheresa are conducted
primarily through the mytheresa.com global luxury website. As of the time of the acquisition, the annual revenues of MyTheresa were approximately $130
million. The purchase price paid to acquire MyTheresa, net of cash acquired, was $181.7 million, which was financed through a combination of cash and
debt. In addition, the MyTheresa purchase agreement contains contingent earn-out payments of up to €27.5 million per year for operating performance for
each of calendar years 2015 and 2016. Acquired intangible assets and the contingent earn-out obligation at fair value are as follows:
F-18