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Other Income
9 Months Ended
Oct. 31, 2014
Other Income and Expenses [Abstract]  
Other Income

Note 7 – Other Income

 

Sale of rights to operate Calvin Klein Performance stores in Asia

 

In September 2014, the Company entered into agreements that terminated its rights to operate Calvin Klein Performance Stores in Asia, which included the sale to the licensor, PVH Corp, of the Company's 51% interest in G-T (International) Fashion Company Limited, a joint venture that operated Calvin Klein Performance stores in China. The sale of the joint venture interest resulted in a $2.4 million gain in the current period. The licensor agreed to pay the Company $3.5 million in consideration of the early termination of previously granted rights to operate Calvin Klein Performance stores in Japan, Taiwan and Singapore. This amount is included in other income in the current period.

 

Repurchase of unsecured promissory notes

 

In October 2014, the Company repurchased the €15.0 million principal amount of unsecured promissory notes (“the notes”) issued in August 2012 as part of the consideration for the acquisition of Vilebrequin. The notes were due December 31, 2017 and carried a stated interest rate of 5% per annum. The notes were repurchased for €13.5 million, representing approximately a 10% discount on the outstanding amount of the notes, which resulted in a gain of €1.5 million (approximately $1.9 million using the transaction date exchange rate).

 

Contingent consideration adjustment

 

In addition to the aggregate consideration paid at closing, the purchase agreement relating to the acquisition of Vilebrequin provided for contingent consideration of up to €22.5 million (approximately $27.9 million using the acquisition date exchange rate) based upon Vilebrequin achieving certain performance objectives related to the growth of its business over the three years ending December 31, 2015. As of the acquisition date, the estimated fair value of the contingent consideration payable was $5.5 million (based on the acquisition date exchange rate). The Company is required to assess the probability of Vilebrequin achieving these performance objectives which requires management to make certain estimates and judgments based on forecasts of future performance. As of October 31, 2014, the fair value of the liability was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 fair value measurement as defined in the FASB’s Accounting Standards Codification (ASC) 820 - Fair Value Measurements and Disclosures. The significant inputs in the Level 3 measurement not supported by market activity included our probability assessments of expected future cash flows related to Vilebrequin until the end of the earnout period, appropriately discounted and calculated in accordance with the terms of the purchase agreement. Based upon Vilebrequin’s most recent forecast and the related discounted cash flows, the Company has revised its prior estimate of the fair value of the contingent consideration payable to €0.8 million (approximately $1.0 million using Vilebrequin’s current reporting period end exchange rate), which resulted in a gain in the current period of €3.2 million (approximately $4.2 million using Vilebrequin’s current reporting period end exchange rate).