Annual report pursuant to Section 13 and 15(d)


12 Months Ended
Apr. 02, 2022
Business Combination and Asset Acquisition [Abstract]  
On December 28, 2020, VF acquired 100% of the outstanding shares of Supreme Holdings, Inc. ("Supreme") for $2.2 billion in cash, subject to working capital and other adjustments. The transaction also included $0.2 billion of cash acquired by VF. The purchase price was primarily funded with cash on hand. The purchase price decreased by $3.8 million during the year ended March 2022, related to the final working capital adjustment.
The acquisition of Supreme includes a contingent arrangement that requires additional cash consideration to be paid to the selling shareholders of Supreme ranging from zero to $300.0 million, subject to the achievement of certain financial targets over the one-year earn-out period ended January 31, 2022. The initial estimated fair value of the contingent consideration of $207.0 million was included in the purchase price and reported
in the other liabilities line item in the Consolidated Balance Sheet at March 2021. The estimated fair value of the contingent consideration was determined based on the probability-weighted present value of various future cash payment outcomes. In subsequent reporting periods, the contingent consideration liability has been remeasured at fair value with changes recognized in the selling, general and administrative expenses line item in the Consolidated Statements of Operations. Refer to Note 23 for additional information on fair value measurements.
Supreme was a privately-held company based in New York, New York and is a global streetwear leader that sells apparel, accessories and footwear under its namesake brand, Supreme®, through direct-to-consumer channels, including digital. The acquisition of Supreme accelerates VF's long-term growth
strategy and builds on a long-standing relationship between Supreme and VF, with the Supreme® brand being a regular collaborator with VF's Vans®, The North Face® and Timberland® brands. The acquisition also provides VF with deeper access to attractive consumer segments and the ability to leverage VF's enterprise platforms and capabilities to enable sustainable long-term growth.
In connection with the acquisition, VF deposited in escrow 605,050 shares of VF Common Stock. The common shares are subject to certain future service requirements and vest over periods of up to four years. For accounting purposes, VF will recognize the stock-based compensation cost for the fair value of these awards of $51.7 million over the vesting periods.
For the year ended March 2022, Supreme contributed revenues of $561.5 million and net income of $82.4 million. For the period
from December 28, 2020 through April 3, 2021, Supreme contributed revenues of $142.0 million, and net income of $21.5 million. The results of Supreme have been reported in the Active segment since the date of acquisition. Total transaction expenses for the Supreme acquisition were $8.7 million, all of which were recognized in the year ended March 2021 in the selling, general and administrative expenses line item in the Consolidated Statement of Operations.
Goodwill decreased by $0.7 million during the nine months ended December 2021 due to the net impact of a measurement period adjustment for income tax matters and the final working capital adjustment. The purchase price allocation was finalized during the three months ended December 2021.
The following table summarizes the estimated fair values of the Supreme assets acquired and liabilities assumed at the date of acquisition:
(In thousands) December 28, 2020
Cash and equivalents $ 218,104 
Accounts receivable 19,698 
Inventories 44,937 
Other current assets 40,912 
Property, plant and equipment 18,914 
Intangible asset 1,201,000 
Operating lease right-of-use assets 55,668 
Other assets 58,479 
Total assets acquired 1,657,712 
Accounts payable 25,717 
Other current liabilities 81,816 
Operating lease liabilities 53,062 
Deferred income tax liabilities 280,971 
Other liabilities 35,245 
Total liabilities assumed 476,811 
Net assets acquired 1,180,901 
Goodwill 1,249,594 
Purchase price $ 2,430,495 
The purchase price consisted of the following components:
(In thousands) December 28, 2020
Cash consideration $ 2,223,495 
Contingent consideration 207,000 
Purchase price $ 2,430,495 
The goodwill is attributable to our ability to expand the Supreme® brand into new markets, the acquired workforce and future collaboration opportunities for the Supreme® brand. All of the goodwill was assigned to the Active segment and will not be deductible for tax purposes.
The Supreme® trademark, which management believes to have an indefinite life, has been valued at $1.2 billion using the relief-from-royalty method, which is an income valuation approach. The relief-from-royalty method requires the use of significant estimates and assumptions, including but not limited to, future revenues, growth rates, royalty rate, tax rates and discount rate.
The following unaudited pro forma summary presents consolidated information of VF as if the acquisition of Supreme had occurred on March 31, 2019:
Year Ended March
(In thousands, except per share amounts) 2021 2020
Total revenues $ 9,677,141  $ 10,986,770 
Income from continuing operations 457,330  690,450 
Earnings per common share from continuing operations
Basic $ 1.17  $ 1.75 
Diluted 1.17  1.73 
These pro forma amounts have been calculated after applying VF’s accounting policies and adjusting the results of Supreme to reflect the fair value adjustments to intangible assets, property, plant and equipment and inventory. The results of Supreme have also been adjusted for historical interest expense as the acquired business was debt-free on the acquisition date. These changes have been applied from March 31, 2019, with related tax effects.
The pro forma financial information in the year ended March 2021 excludes $30.6 million of expenses related to Supreme's transaction and deal-related costs, including employee
compensation costs and accelerated vesting of stock options, which were directly attributable to the transaction.
The pro forma financial information in the year ended March 2020 includes $8.7 million of VF's transaction expenses related to the acquisition.
Pro forma financial information is not necessarily indicative of VF’s operating results if the acquisition had been effected at the date indicated, nor is it necessarily indicative of future operating results. Amounts do not include any marketing leverage, or operating efficiencies that VF believes are achievable.