LUX » Topics » Sale of Things Remembered

This excerpt taken from the LUX 20-F filed Jun 25, 2009.

4.         SALE OF THINGS REMEMBERED

 

On September 29, 2006, the Company sold its Things Remembered (“TR”) specialty gifts retail business to a private equity consortium for net cash consideration of Euro 128.0 million (US$ 162.1 including costs of US$ 5.3 million) and a promissory note (the “TR Note”) with a principal amount of Euro 20.6 million (US$26.1 million). The TR business operated solely in the United States and was included in the retail segment of the Company’s operations. In the consolidated statements of income for 2006, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the twelve-month period ended December 31, 2006, are as follows (thousands of Euro):

 

 

 

2006 (1)

 

Revenues

 

157,110

 

Income from operations

 

3,250

 

Income before provision for income taxes

 

761

 

Income tax provision

 

(45

)

 

 

 

 

Gain/loss on sale

 

13,278

 

Income taxes on sale

 

(20,413

)

(Loss)/Gain on discontinued operations

 

(6,419

)

 

F-20



Table of Contents

 


(1)     From January 1, 2006 through September 29, 2006

 

The TR Note (with an original principal amount of US $ 26.1 million) had a stated interest rate of 15.0%. Interest was “paid-in-kind” annually in the form of an additional principal amount added to the outstanding principal balance. All unpaid interest and outstanding principal would have been due in March 2013. The TR Note was subordinated to certain other outstanding senior debt of the acquirer as defined in the TR Note. The TR Note was previously classified as an “available-for-sale” security as the Company had the contractual ability to sell such note and as such, changes in its fair value were included in OCI and reclassified to earnings when realized. For fiscal 2007 there were no amounts reclassified from OCI into earnings. During 2008, the Company sold the TR Note without recourse to an independent third party for approximately Euro 1.0 million.  The loss on the sale of the note of Euro 22.8 million including Euro 0.4 million previously recorded in accumulated other comprehensive income (loss) is included in other expense net in the consolidated statements of income.

 

F-21



This excerpt taken from the LUX 6-K filed May 12, 2009.

4. SALE OF THINGS REMEMBERED

 

On September 29, 2006, the Company sold its Things Remembered (“TR”) specialty gifts retail business to a private equity consortium for net cash consideration of Euro 128.0 million (US$ 162.1 including costs of US$ 5.3 million) and a promissory note (the “TR Note”) with a principal amount of Euro 20.6 million (US$ 26.1 million). The TR business operated solely in the United States and was included in the retail segment of the Company’s operations. In the consolidated statements of income for 2006, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the twelve-month period ended December 31, 2006, are as follows (thousands of Euro):

 

 

 

2006 (1)

 

 

 

 

 

Revenues

 

157,110

 

Income from operations

 

3,250

 

Income before provision for income taxes

 

761

 

Income tax provision

 

(45

)

Gain/loss on sale

 

13,278

 

Income taxes on sale

 

(20,413

)

(Loss)/Gain on discontinued operations

 

(6,419

)

 


(1) From January 1, 2006 through September 29, 2006

 

The TR Note (with an original principal amount of US$ 26.1 million) had a stated interest rate of 15.0%. Interest was “paid-in-kind” annually in the form of an additional principal amount added to the outstanding principal balance. All unpaid interest and outstanding principal would have been due in March 2013. The TR Note was subordinated to certain other outstanding senior debt of the acquirer as defined in the TR Note. The TR Note was previously classified as an “available-forsale” security as the Company had the contractual ability to sell such note and as such, changes in its fair value were included

 

65



 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

in OCI and reclassified to earnings when realized. For fiscal 2007 there were no amounts reclassified from OCI into earnings. During 2008, the Company sold the TR Note without recourse to an independent third party for approximately Euro 1.0 million. The loss on the sale of the note of Euro 22.8 million including Euro 0.4 million previously recorded in accumulated other comprehensive income (loss) is included in other Expense net in the consolidated statements of income.

 

This excerpt taken from the LUX 20-F filed Jun 26, 2008.

4.         SALE OF THINGS REMEMBERED

 

 On September 29, 2006, the Company sold its Things Remembered (“TR”) specialty gifts retail business to a private equity consortium for net cash consideration of Euro 128.0 million (US$ 162.1 including costs of US$ 5.3 million) and a promissory note with a principal amount of Euro 20.6 million (US$26.1 million). The TR business operated solely in the United States and was included in the retail segment of the Company’s operations as of December 31, 2004 and 2005. In the consolidated statements of income, for 2005 and 2006, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the twelve-month periods ended December 31, 2005 and  2006, are as follows (thousands of Euro):

 

 

 

2006 (1)

 

2005

 

Revenues

 

157,110

 

236,478

 

Income from operations

 

3,250

 

21,153

 

Income before provision for income taxes

 

761

 

18,260

 

Income tax provision

 

(45

)

(6,756

)

 

 

 

 

 

 

Gain/loss on sale

 

13,278

 

N/A

 

Income taxes on sale

 

(20,413

)

N/A

 

(Loss)/Gain on discontinued operations

 

(6,419

)

11,504

 

 


(1)        From January 1, 2006 through September 29, 2006

 

The promissory note has a stated interest rate of 15.0%. Interest is “paid-in-kind” annually in the form of an additional principal amount added to the outstanding principal balance. All unpaid interest and outstanding principal is due in March 2013. The promissory note is subordinated to certain other outstanding senior debt of the acquirer as defined in the promissory note. The promissory note has been classified as an “available-for-sale” security and as such changes in its fair value will be included in accumulated other comprehensive income and reclassified to earnings when realized. For fiscal 2006 and 2007 there were no amounts reclassified from other comprehensive income into earnings.

 

F-19



 

This excerpt taken from the LUX 6-K filed Jun 4, 2008.

4. SALE OF THINGS REMEMBERED

 

On September 29, 2006, the Company sold its Things Remembered (“TR”) specialty gifts retail business to a private equity consortium for net cash consideration of Euro 128.0 million (US$ 162.1 including costs of US$ 5.3 million) and a promissory note with a principal amount of Euro 20.6 million (US$ 26.1 million). The TR business operated solely in the United States and was included in the retail segment of the Company’s operations as of December 31, 2004 and 2005. In the consolidated statements of income, for 2005 and 2006, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the twelve-month periods ended December 31, 2005 and 2006, are as follows:

 

(Euro/000)

 

2006 (1)

 

2005

 

 

 

 

 

 

 

Revenues

 

157,110

 

236,478

 

Income from operations

 

3,250

 

21,153

 

Income before provision for income taxes

 

761

 

18,260

 

Income tax provision

 

(45

)

(6,756

)

 

 

 

 

 

 

Gain/loss on sale

 

13,278

 

n.a.

 

Income taxes on sale

 

(20,413

)

n.a.

 

(Loss)/Gain on discontinued operations

 

(6,419

)

11,504

 

 


(1) From January 1, 2006 through September 29, 2006.

 

The promissory note has a stated interest rate of 15.0%. Interest is “paid-in-kind” annually in the form of an additional principal amount added to the outstanding principal balance. All unpaid interest and outstanding principal is due in March 2013. The promissory note is subordinated to certain other outstanding senior debt of the acquirer as defined in the promissory note. The promissory note has been classified as an “available-for sale” security and as such changes in its fair value will be included in accumulated other comprehensive income and reclassified to earnings when realized. For fiscal 2006 and 2007 there were no amounts reclassified from other comprehensive income into earnings.

 

 



 

 

This excerpt taken from the LUX 6-K filed Dec 21, 2007.

2.    SALE OF THINGS REMEMBERED

        On September 29, 2006, the Company sold the Things Remembered specialty gifts retail business to a private equity consortium for net cash consideration of Euro 128.0 million (U.S. $162.1 million) and a promissory note with a principal amount of Euro 20.6 million (U.S. $26.1 million). The Things Remembered business operated solely in the United States and was previously included in the retail segment of the Company's operations as of December 31, 2004 and 2005. In the statements of consolidated income, for all periods presented, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the nine-month period ended September 30, 2006 are as follows (in thousands of Euro):


 
 
  2006

 

 
Revenues   157,110  
Income from operations   3,240  
Income before provision for income taxes   758  
Income tax provision   (281 )
Gain from discontinued operations   478  



 

8


This excerpt taken from the LUX 6-K filed Jul 2, 2007.

2.  SALE OF THINGS REMEMBERED

        On September 29, 2006, the Company sold the Things Remembered specialty gifts retail business ("TR") to a private equity consortium for net cash consideration of Euro 128.0 million (U.S. $162.1 million) and a promissory note with a principal amount of Euro 20.6 million (U.S. $26.1 million). The TR business operated solely in the United States and was included in the retail segment of the Company's operations as of December 31, 2004 and 2005. In the statements of consolidated income, for all periods presented, the Company has reclassified sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues, income from operations, income before provision for income taxes and income tax provision reclassified under discontinued operations for the three-month period ended March 31, 2006 are as follows (amounts in thousands of Euro):


 
 
  2006

 

 
Revenues   44,075  
Income from operations   (5,279 )
Income before provision for income taxes   (5,366 )
Income tax provision   1,985  
(Loss)/gain from discontinued operations   (3,381 )

8


This excerpt taken from the LUX 20-F filed Jun 29, 2007.

Sale of Things Remembered

In September 2006, we completed the sale of Things Remembered, a personalized gift retail chain based in the United States, for consideration with an approximate value of U.S.$200 million.  This business, which had been acquired in October 2004 through the acquisition of Cole, was non-core for us.

This excerpt taken from the LUX 6-K filed Dec 26, 2006.

2.  SALE OF THINGS REMEMBERED

        On September 29, 2006, the Company sold its Things Remembered, Inc. ("TR") specialty gifts retail business to a private equity consortium. The TR business operated solely in the United States and was included in the retail segment of the Company's operations as of December 31, 2005. As such, for all periods for which a balance sheet is presented, the Company has reclassified the assets and liabilities included in the sale for previous periods as a single asset and liability line items on the balance sheet. In the Statement of Operations, the Company has reclassified for all periods presented sales, cost of sales and other expenses associated with the discontinued operations as a single line item after income from continuing operations but before net income. Revenues and pretax profit reclassified under discontinued operations for the nine-month periods ended September 30, 2005 and 2006, are as follows: (amounts in thousands of Euro)


 
  2005
  2006

Revenues   152,946   157,110
Pretax profit   3,231   758

        The Company has recorded an accrual for what it currently believes is the best estimate of the tax effects of the sale and is in the process of finalizing its assessment of the income tax costs and benefits associated with the sale.

7



        Listed below are the major classes of assets and liabilities as of December 31, 2005 that were included as part of the assets and liabilities held for sale: (amounts in thousands of Euro)


ASSETS      
Cash and cash equivalents   4,795
Inventory     34,042
Prepaid expenses     4,326
Deferred tax assets     3,819
Property and equipment, including leasehold improvements     29,949
Intangible assets, net     92,717
Other assets     1,801
   
TOTAL ASSETS   171,449
   

LIABILITIES

 

 

 
Financial liabilities   165
Accounts payable     10,386
Accrued expenses     6,254
Deferred taxes payable     10,481
Other non-current liabilities     19,806
   
TOTAL LIABILITIES   47,092
   
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