Acquisitions | 2. Acquisitions The Company completed a number of acquisitions of the equity interests or operating assets of specialty mattress retailers during fiscal 2013, fiscal 2014 and fiscal 2015. These acquisitions: (i) increase the Company’s store locations and market share in markets in which the Company currently operates, which generally results in expense synergies and improved leverage over market ‑ level costs, such as advertising and warehousing, or (ii) provide an efficient way to enter new markets in which the Company did not previously operate and which provide a platform for further growth. Results of operations of the acquired businesses are included in the Company’s results of operations from the respective effective dates of the acquisitions. Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The Company’s goodwill is primarily related to the increase in the Company’s store locations and market share with expectations of expense synergies and leverage over costs, such as advertising and warehousing. The measurement periods for purchase price allocations end as soon as information on the facts and circumstances become available, but do not exceed 12 months. Adjustments in purchase price allocations may require a recasting of the amounts allocated to goodwill. Acquisition During Fiscal 2015 — Effective November 17, 2015, the Company acquired substantially all of the retail assets and operations of Double J-RD, LLC (“Double J-RD”), a former franchisee which operated stores under the Mattress Firm brand in East Texas and Louisiana, relating to the operation of nine mattress specialty retail stores for a total purchase price of approximately $3.7 million, subject to further working capital adjustments. The allocation of the purchase price to the acquired assets and liabilities, based on management’s estimate of their fair values on the acquisition date, is as follows (in thousands): Double J-RD Accounts receivable $ Inventories Prepaid expenses and other current assets Property and equipment Intangible assets Goodwill Deferred income tax asset Other assets Accounts payable Accrued liabilities Customer deposits Deferred rent liabilities Cash used in acquisitions, net of cash acquired $ The acquisition resulted in $2.5 million of goodwill based on management’s estimate on the acquisition closing date, of which $2.3 million will be deductible for income tax purposes. Intangible assets represent the reacquired franchise rights which are being amortized over their estimated useful life of approximately 15 years. The net sales included in the Company’s consolidated statement of operations derived from the Double J-RD acquisition from the acquisition date to February 2, 2016 was $1.8 million. The earnings included in the Company’s consolidated statement of operations derived from the Double J-RD acquisition from the acquisition date to February 2, 2016 was $0.3 million. Acquisition-related costs for U.S. GAAP purposes are costs the acquirer incurs to effect a business combination, including advisory, legal, accounting, valuation, and other professional or consulting fees. The Company incurred a total of approximately $3.5 million of acquisition-related costs charged to general and administrative expenses during the fiscal year ended February 2, 2016. Of the $3.5 million, approximately $1.5 million relates to our 2014 acquisitions described below, less than $0.1 million relates to the Double J-RD acquisition and approximately $1.9 million relates to our acquisition of Sleepy’s, which closed during the first week of fiscal 2016. (See Note 17 for further discussion.) The acquisition above was not material to the Company’s financial position or results of operations; therefore, pro forma operating results have not been included in this disclosure. The Company is continuing to evaluate the fair values of the assets and liabilities acquired, and as a result, adjustments to the values presented above may be modified over the next several quarters. Acquisitions During Fiscal 2014 — Effective March 3, 2014, the Company acquired certain leasehold interests, store assets, distribution center assets and related inventories, and assumed certain liabilities of Yotes, Inc. (“Yotes”), a franchisee of the Company, relating to the operation of 34 mattress specialty retail stores located in Colorado and Kansas for a total purchase price of approximately $14.3 million, including working capital adjustments. Effective March 3, 2014, the Company acquired the leasehold interests and store assets, and assumed certain liabilities, of Southern Max LLC (“Southern Max”), a franchisee of the Company, relating to the operations of three mattress specialty retail stores located in Virginia for a total purchase price of approximately $0.5 million, including working capital adjustments. Effective April 3, 2014, the Company acquired one hundred percent of the outstanding partnership interests in Sleep Experts Partners, L.P. (“Sleep Experts”), related to the operation of 55 mattress specialty retail stores in Texas under the brand Sleep Experts, for a total purchase price of approximately $67.8 million, including working capital adjustments. The purchase price consisted of cash of $62.8 million (net of $1.6 million of cash acquired), and $3.4 million delivered in the form of 71,619 shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. common stock as calculated in accordance with the terms of the purchase agreement. The Company funded the cash requirements of the Yotes and Southern Max acquisitions using cash reserves and revolver borrowings. The Company raised $100 million of incremental term borrowings under the 2012 Senior Credit Facility (defined in Note 4 below) to fund the cash requirements of the Sleep Experts acquisition and to pay down outstanding revolver borrowings. The new incremental term borrowings were scheduled to mature in January 2016 and were subject to the same interest rate as the existing outstanding incremental borrowings under the 2012 Senior Credit Facility. Effective October 20, 2014, as described below, these term borrowings were repaid in full using the proceeds of the Senior Credit Facility (defined below). Effective June 4, 2014, the Company acquired substantially all of the mattress specialty retail assets and operations of Mattress Liquidators, Inc. (“Mattress Liquidators”), which operated Mattress King retail stores in Colorado and BedMart retail stores in Arizona, related to the operation of 67 mattress specialty retail stores, for a total purchase price of approximately $33.0 million, including working capital adjustments. The purchase price consisted of cash of $29.5 million funded by cash reserves and revolver borrowings, as well as a $3.5 million seller note, payable in quarterly installments over two years. Effective September 8, 2014, the Company acquired substantially all of the mattress specialty retail assets and operations of Best Mattress Co., Inc. (“Best Mattress”), which operated Mattress Discounters retail stores in Pennsylvania, related to the operation of 15 mattress specialty retail stores, for a total purchase price of approximately $6.2 million, giving effect to certain preliminary adjustments, and is subject to further customary adjustments. The purchase price consisted of cash of $5.6 million funded by cash reserves and revolver borrowings, as well as a $0.6 million seller note, payable in quarterly installments over two years. Effective September 30, 2014, the Company acquired substantially all of the mattress specialty retail assets and operations of Back to Bed Inc., M World Mattress LLC, MCStores LLC and TBE Orlando LLC (collectively, “Back to Bed”), which operated Back to Bed and Bedding Experts retail stores in Illinois, Indiana and Wisconsin and Bedding Experts and Mattress Barn retail stores in Florida, related to the operation of 131 mattress specialty retail stores, for a total purchase price of approximately $64.5 million, giving effect to certain preliminary adjustments, and is subject to further customary adjustments. The purchase price consisted of cash of $64.5 million funded by cash reserves and revolver borrowings, of which $19.0 million was placed in escrow. Effective October 20, 2014, the Company acquired 100% of the outstanding equity interests in The Sleep Train, Inc., (“Sleep Train”) , which operates Sleep Train, Sleep Country, Mattress Discounters and Got Sleep retail stores in California, Washington, Oregon, Nevada, Idaho and Hawaii, related to the operation of 314 mattress specialty retail stores, for a total purchase price of approximately $442.5 million, giving effect to certain preliminary adjustments, and is subject to further customary adjustments, along with the assumption of certain additional liabilities totaling approximately $15 million. The Company expects to receive future annual cash income tax benefits of approximately $11 million over the next 15 years from deductible tax basis goodwill generated from the transaction, subject to the Company’s ability to generate future taxable income. The purchase price consisted of cash of $374.9 million (net of $23.4 million of cash acquired), of which $49.0 million was placed in escrow, and $44.2 million delivered in the form of 745,107 shares of common stock, par value $0.01 per share, of Mattress Firm Holding Corp. common stock as calculated in accordance with the terms of the purchase agreement. Concurrently with the closing of the Sleep Train acquisition, the Company entered into a new senior secured credit facility with Barclays Bank PLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC, and UBS Securities LLC, as joint bookrunning managers and joint lead arrangers. At the time of Sleep Train acquisition, the senior secured credit facility was comprised of (i) an asset based revolver of $125 million that includes a sublimit for letters of credit and swingline loans, subject to certain conditions and limits and (ii) a term loan B borrowing of $720 million (See Note 5). Approximately $49 million of the availability under the asset based revolver were drawn at closing to fund the Sleep Train acquisition. Effective January 6, 2015 the Company acquired substantially all of the mattress specialty retail assets and operations of Sleep America LLC (“Sleep America”), which operated Sleep America retail stores in Arizona, related to the operation of 45 mattress specialty retail stores, for a total purchase price of approximately $12.4 million, giving effect to certain preliminary adjustments, and is subject to further customary adjustments. The purchase price consisted of cash of $12.4 million funded by cash reserves and revolver borrowings. Effective January 13, 2015 the Company acquired substantially all of the mattress specialty retail assets and operations of Mattress World, Inc. (“Mattress World”), which operated Mattress World retail stores in Pennsylvania , related to the operation of 4 mattress specialty retail stores, for a total purchase price of approximately $2.2 million, giving effect to certain preliminary adjustments, and is subject to further customary adjustments. The purchase price consisted of cash of $2.2 million funded by cash reserves and revolver borrowings. The allocation of the purchase price to the acquired assets and liabilities, based on management’s estimate of their fair values on the acquisition date, is as follows (in thousands): Yotes Southern Max Sleep Experts Mattress Liquidators Best Mattress Back To Bed Sleep Train Sleep America Mattress World Total Cash $ — $ — $ $ $ $ — $ $ $ $ Accounts receivable — Inventories Prepaid expenses and other current assets — — Property and equipment Intangible assets — Goodwill Deferred income tax asset — — — Other assets Notes payable and current maturities of long-term debt — — — — — — — Accounts payable — Accrued liabilities — Customer deposits — Deferred rent liabilities — Long-term debt, net of current maturities — — — — — — — Other noncurrent liabilities — — — — — — — Fair value of assets and liabilities acquired Reconciliation to cash used in acquisitions: Seller note issued — — — — — — — Fair value of equity consideration transferred — — — — — — — Cash of acquired businesses — — — Cash used in acquisitions, net of cash acquired $ $ $ $ $ $ $ $ $ $ The acquisitions resulted in $454.1 million of goodwill based on management’s estimate on the acquisition closing dates, of which $448.7 million will be deductible for income tax purposes over 15 years. Intangible assets acquired in relation to the Sleep Train acquisition consist primarily of the indefinite lived Sleep Train tradename. The net sales included in the Company’s consolidated statement of operations derived from the Yotes, Southern Max, Sleep Experts, Mattress Liquidators, Best Mattress, Back to Bed, Sleep Train, Sleep America and Mattress World acquisitions from the respective acquisition dates to February 3, 2015 were $31.8 million, $0.8 million, $55.3 million, $35. 0 million, $3.6 million, $24.7 million, $147.5 million, $2.4 million and $0.2 million, respectively. The earnings included in the Company’s consolidated statement of operations derived from the Yotes, Southern Max, Sleep Experts, Mattress Liquidators, Best Mattress, Back to Bed, Sleep Train, Sleep America and Mattress World acquisitions from the respective acquisition dates to February 3, 2015 were $8.2 million, ($0.4) million, $14.8 million, $7.1 million, $0.5 million, $1.5 million, $38.1 million, $0.1 million and ($0.1) million, respectively. As noted previously, acquisition-related costs for U.S. GAAP purposes are costs the acquirer incurs to effect a business combination, including advisory, legal, accounting, valuation, and other professional or consulting fees. The Company incurred a total of approximately $8.6 million of acquisition-related costs charged to general and administrative expenses during the fiscal year ended February 3, 2015. The following table presents the selected consolidated financial information of the Company on a pro forma basis, assuming the acquisitions described above had occurred as of January 30, 2013. The historical financial information has been adjusted to give effect to the pro forma items that are directly attributable to the acquisition and are expected to have a continuing impact on the consolidated results. The unaudited financial information set forth below has been compiled from the historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future (amounts in thousands, except per share amounts): Fiscal Year Ended February 3, 2015 As Reported Pro Forma Adjustments Pro Forma Net sales $ $ $ Net income Diluted net income per common share $ $ $ Fiscal Year Ended January 28, 2014 As Reported Pro Forma Adjustments Pro Forma Net sales $ $ $ Net income Diluted net income per common share $ $ $ * Due to rounding to the nearest cent, totals may not equal the sum of the lines in the table above. In the fiscal year ended February 2, 2016, the Company increased the Sleep Train liabilities by $6.1 million, primarily related to the warranty reserve, increased the property, plant and equipment related to Sleep Train by $0.3 million and increased the deferred tax asset balances related to the fiscal 2014 acquisitions of the assets and operations described above in the amount of $2.4 million, resulting in $ 3.4 million of additional goodwill. A working capital adjustment in fiscal 2015 related to the Sleep Train acquisition described above reduced cash used in acquisitions by approximately $0.1 million. Acquisitions During Fiscal 2013 —Effective June 14, 2013, the Company acquired substantially all of the assets and liabilities of Olejo, Inc. (“Olejo”), a growing online retailer focused primarily on mattresses and related accessories, for a total purchase price of approximately $3.2 million, including working capital adjustments. The purchase price consisted of cash of $2.0 million (net of $0.1 million of cash acquired), and a contingent earnout of $1.1 million payable over the next two fiscal years based on the achievement of certain defined sales targets for the Company’s e ‑commerce sales business. Effective November 13, 2013, the Company acquired the equity interests of NE Mattress People, LLC (“Mattress People”) relating to the operation of five mattress specialty stores located in Nebraska and Iowa for a total purchase price of approximately $2.0 million, including working capital adjustments. Effective December 10, 2013, the Company acquired the leasehold interests, store assets, distribution center assets and related inventories, and assumed certain liabilities of a franchisee—Perfect Mattress of Wisconsin, LLC (“Perfect Mattress”) relating to the operation of 39 mattress specialty stores located in Wisconsin and Illinois for a total purchase price of approximately $6.5 million, subject to customary post ‑closing adjustments. Under the terms of the purchase agreement, Perfect Mattress provided unsecured financing to the Company in the amount of approximately $2.0 million in connection with the purchase, which is payable over a term of one year in quarterly installments, including interest at an annual rate of 7.75% . All borrowings have been repaid by the Company. Effective December 31, 2013, the Company acquired the leasehold interests, store assets and related inventories of two mattress specialty stores in the Houston market (“Mattress Expo”) for a total purchase price of approximately $0.4 million. The allocation of the purchase price to the acquired assets and liabilities, based on management’s estimate of their fair values on the acquisition date, is as follows (in thousands): Mattress Perfect Mattress Olejo People Mattress Expo Total Cash $ $ $ — $ — $ Accounts receivable — Inventories Prepaid expenses and other current assets — Property and equipment — — Intangible assets — — — Goodwill Deferred income tax asset — — Other assets Accounts payable — Accrued liabilities — — Customer deposits — Fair value of assets and liabilities acquired Reconciliation to cash used in acquisitions: Seller note issued — — — Fair value of contingent consideration — — — Cash of acquired businesses — — Cash used in acquisitions, net of cash acquired $ $ $ $ $ The acquisitions resulted in $7.7 million of goodwill based on management’s estimate on the acquisition closing dates, of which $1.1 million will not be deductible for income tax purposes. Intangible assets represent the Olejo trade name, the technology platform acquired in the acquisition and non ‑compete agreements entered into with certain Olejo personnel, which are being amortized over their estimated useful lives of 20 , 15 and 4 years, respectively. The net sales included in the Company’s consolidated statement of operations derived from the Olejo, Mattress People, Perfect Mattress and Mattress Expo acquisitions from the respective acquisition dates to January 28, 2014 were $4.3 million, $0.6 million, $2.5 million and $0.1 million, respectively. As noted previously, acquisition ‑related costs for U.S. GAAP purposes are costs the acquirer incurs to effect a business combination, including advisory, legal, accounting, valuation, and other professional or consulting fees. The Company incurred a total of approximately $0.3 million of acquisition ‑related costs charged to general and administrative expenses during fiscal 2013 related to the acquisitions discussed above. The acquisitions above were not material to the Company’s financial position or results of operations; therefore, pro forma operating results have not been included in this disclosure. In the fiscal year ended February 3, 2015, the Company adjusted the deferred tax balances related to the fiscal 2013 acquisitions of the assets and operations described above resulting in $0.6 million of additional goodwill. |