Annual report [Section 13 and 15(d), not S-K Item 405]

Acquisitions

v3.26.1
Acquisitions
 12 Months Ended
Jan. 31, 2026
Acquisitions  
Acquisitions

3. Acquisitions

On July 10, 2025, the Company acquired 100% ownership in Space NK Limited (“Space NK”), a luxury beauty retailer operating in the U.K. and Ireland. The acquisition was funded with cash on hand and borrowings under the Company’s existing credit facility. The acquisition is not material to the Company’s consolidated financial statements.

Purchase Price Allocation

The Company recorded the assets acquired and liabilities assumed in the acquisition at their estimated fair value on July 10, 2025 of $17,416, along with goodwill of $381,736, in accordance with ASC Topic 805, “Business Combinations.” Since the acquisition date, the Company recorded adjustments to the purchase price allocation to recognize an increase in total assets of $319,657 and an increase in total liabilities of $151,719, with a corresponding net decrease in goodwill of $167,938. The purchase price allocation was finalized as of January 31, 2026.

The allocation of the purchase price consideration to the estimated fair value of the assets acquired and liabilities assumed on July 10, 2025 is as follows:

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(In thousands)

​

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Cash and cash equivalents

$

12,339

Merchandise inventories, net

​

75,575

Property and equipment, net

​

58,705

Operating lease assets

​

107,014

Other intangible assets, net

​

201,635

Other assets (1)

​

16,178

Accounts payable

​

(40,605)

Accrued liabilities

​

(45,697)

Operating lease liabilities

​

(101,995)

Deferred income taxes

​

(58,928)

Other liabilities (2)

​

(38,867)

Estimated fair value excluding goodwill

​

185,354

Goodwill

​

213,798

Net assets acquired

$

399,152
(1) Includes amounts primarily related to receivables and prepaid expenses and other currents assets on the consolidated balance sheets.

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(2) Includes amounts primarily related to deferred revenue, short-term debt, and other long-term liabilities on the consolidated balance sheets.

Transaction costs related to the acquisition of Space NK were expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of income.

The results of operations of Space NK are included in the consolidated financial statements since the date of the acquisition.