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Goodwill and Trademarks and Other Intangibles, net
12 Months Ended
Dec. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Trademarks and Other Intangibles, net

3. Goodwill and Trademarks and Other Intangibles, net

Goodwill

Goodwill by reportable operating segment and in total, and changes in the carrying amounts, as of the dates indicated are as follows:

 

 

Women's

 

 

Men's

 

 

Home

 

 

International

 

 

Consolidated

 

Net goodwill at January 1, 2019

 

 

 

 

 

 

 

 

 

 

$

26,099

 

 

$

26,099

 

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net goodwill at December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

26,099

 

 

 

26,099

 

Impairment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net goodwill at December 31, 2020

 

$

 

 

$

 

 

$

 

 

$

26,099

 

 

$

26,099

 

 

The Company identifies its operating segments according to how business activities are managed and evaluated. The Company has four distinct reportable operating segments: men’s, women’s, home, and international. These operating segments represent individual reporting units for purposes of evaluating goodwill for impairment. The fair value of the reporting unit is determined using discounted cash flow analysis and estimates of sales proceeds with consideration of market participant data. As a corroborative source of information, the Company evaluates the estimated aggregate fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of the Company’s reporting units are publicly traded, individual reporting unit fair value determinations do not directly correlate to the Company’s stock price. The Company monitors changes in the share price to ensure that the market capitalization continues to exceed or is not significantly below the carrying value of our total net assets. In the event that our market capitalization is below the book value of the Company’s aggregate fair value of its reporting units, we consider the length and severity of the decline and the reason for the decline when evaluating whether potential goodwill impairment exists. Additionally, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as deemed appropriate.  The annual evaluation of goodwill is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter.  Utilizing the Income Approach, the Company performed a goodwill impairment test and an intangible asset impairment test using a discounted cash flow analysis to evaluate whether the carrying value of each of its segments exceeded its fair value.

During the fourth quarter of FY 2020 and FY 2019, the Company evaluated its goodwill for potential impairment. Based upon the results a quantitative goodwill impairment test in accordance with ASC 350, the Company noted that the fair value of the international segment exceeded the carrying value, therefore no impairment was recorded.

 

Trademarks and Other Intangibles, net

Trademarks and other intangibles, net consist of the following:

 

 

 

 

 

 

December 31, 2020

 

 

December 31, 2019

 

 

 

Estimated

Lives in

Years

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

 

Gross

Carrying

Amount

 

 

Accumulated

Amortization

 

Indefinite-lived trademarks

 

Indefinite

 

$

246,786

 

 

$

 

 

$

274,080

 

 

$

 

Definite-lived trademarks

 

10-15

 

 

8,958

 

 

 

8,958

 

 

 

8,958

 

 

 

8,958

 

Licensing contracts

 

1-9

 

 

978

 

 

 

978

 

 

 

978

 

 

 

974

 

 

 

 

 

$

256,722

 

 

$

9,936

 

 

$

284,016

 

 

$

9,932

 

Trademarks and other intangibles, net

 

 

 

 

 

 

 

$

246,786

 

 

 

 

 

 

$

274,084

 

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Ed Hardy, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, and Pony have been determined to have an indefinite useful life and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual brand and territorial basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter, or as deemed necessary due to the identification of a triggering event.

 

As it relates to the Company’s impairment testing of goodwill and intangible assets, assumptions and inputs used in our fair value estimates include the following: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates.  Additionally, for those instances where core licenses have not been or will not be renewed and replacement licenses have not yet been identified, the Company’s estimate of fair value may incorporate a probability weighted average of projected cash flows based on several scenarios (e.g., DTR license, wholesale license, or direct-to-consumer model).  Key inputs to these scenarios, which were selected based on the perspective of a market participant and include estimated future retail and wholesale sales and related royalties, are assessed a probability of occurrence to compensate for the uncertainty of success and timing of completion.  The Company will continue to reassess these probabilities and inputs, as well as economic conditions and expectations of management, and may record additional impairment charges as these estimates are updated, all of which are subject to change in the future based on period-specific facts and circumstances.

 

In accordance with ASC 350, the Company reassessed the fair values of its indefinite-lived trademarks considering the impact of the COVID-19 pandemic on current and future cash flows during FY 2020.  The Company recorded impairment charges for the Candies, Pony, Hydraulic, Joe Boxer, Cannon, Waverly, Fieldcrest, Royal Velvet, Rampage, Mudd, OP, Ecko, Zoo York and Umbro indefinite-lived trademarks, resulting in a total non-cash impairment charge of $35.1 million for FY 2020, which is comprised of $19.6 million in the women’s segment, $5.2 million in the men’s segment, $5.2 million in the home segment, and $5.1 million in the international segment to reduce various trademarks in those segments to fair value.

 

The Company recorded impairment charges for indefinite-lived intangible assets consisting of trademarks in FY 2019 based on a decline in the net sales as well as a decline in future guaranteed minimum royalties from license agreements for certain brands.  As a result, the Company recorded a total non-cash asset impairment charge of $65.6 million which is comprised of $35.3 million in the women’s segment, $0.8 million in the men’s segment, $17.8 million in the home segment, and $11.7 million in the international segment to reduce various trademarks in those segments to fair value. Impairments primarily related to declines in Joe Boxer, Mudd, OP, Mossimo, Bongo, Rampage, Umbro, Fieldcrest and Royal Velvet brands.   

The Company measured its indefinite-lived intangible assets for impairment in accordance with ASC-820-10-55-3F which states, “The income approach converts future amounts (for example cash flows) in income and expenses in a single current (that is, discounted) amount.  When the income approach is used, fair value measurement reflects current market expectations about those future amounts.  The Income Approach is based on the present value of future earnings expected to be generated by a business or asset.  Income projections for a future period are discounted at a rate commensurate with the degree of risk associated with future proceeds.  A residual or terminal value is also added to the present value of the income to quantify the value of the business beyond the projection period.”

Changes in estimates and assumptions used to determine whether impairment exists or changes in actual results compared to expected results could result in additional impairment charges in future periods.

 

There were no impairment charges to the Company’s definite-lived trademarks during FY 2020 or FY 2019.

 

During FY 2020, the Company completed the sale of Umbro China for $62.5 million in gross proceeds. The Umbro China sale included the sale of the Umbro trademark in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Company received approximately $59.6 million in net proceeds from the sale of Umbro China and recorded a $59.6 million gain within operating income. Costs of $2.9 million directly associated with the sale primarily consisted of broker’s commission. The cost basis of Umbro China was immaterial. During FY 2020, the Company completed the sale of Starter China for gross proceeds of $16.0 million. The Starter China sale includes the sale of the Starter trademark in the mainland of China, Hong Kong, Taiwan and Macau. The Company received approximately $15.6 million in net proceeds from the sale of Starter China and recorded a $14.5 million gain within operating income. The cost basis of Starter China of $1.1 million consisted of the cost basis of the indefinite lived trademark. The Company separately wrote off $1.5 million of contract assets associated with Starter China. Refer to Note 5 for further details.

Amortization expense for intangible assets for FY 2020 and FY 2019 was less than $0.1 million and $0.1 million, respectively. The Company projects amortization expenses to be none in FY 2021 through FY 2025.