Acquisitions

12 Months Ended

Dec. 31, 2019

Acquisitions

GREATS Brand, Inc.

On August 9, 2019, the Company acquired 90% of the outstanding common stock of GREATS Brand, Inc., owner of GREATS, a pioneering digitally native sneaker brand, for an initial payment of $12,829 and a future contingent payment of $5,000 based on the GREATS brand achieving certain EBITA targets. In connection therewith, the Company recorded a long-term liability of $4,354 as of the date of acquisition to reflect the estimated fair value of the contingent purchase price. The amount of future payments will be determined by GREATS' future performance with no minimum future payment. After the effect of closing adjustments, the purchase price was $16,893, net of cash acquired of approximately $290. The acquisition was funded by cash on hand and adds a new footwear brand with added growth potential to the Company.

The results of the GREATS brand have been included in the consolidated financial statements since the date of acquisition within the U.S. location of the Retail segment.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the August 9, 2019 acquisition date:



Cash	$	290
Accounts receivable	41
Inventory	1,387
Prepaid and other assets	6,447
Fixed assets	200
Trademark⁽¹⁾	13,590
Customer relationships ⁽²⁾	1,140
Accounts payable	(1,963		)
Accrued expenses	(1,168		)
Deferred tax liabilities long-term	(3,463		)
Noncontrolling interest	(1,909		)
Total fair value excluding goodwill	14,592
Goodwill	2,591
Net assets acquired	$	17,183

(1) Trademark is indefinitely lived.
(2) Customer relationships will be amortized over 20 years.

B.B. Dakota, Inc.

On August 12, 2019, the Company acquired 100% of the outstanding common stock of B.B. Dakota, Inc., owner of BB Dakota, a contemporary women's apparel company, for an initial payment of $24,568 and a future contingent payment on the BB Dakota brand achieving certain EBITDA targets. In connection therewith, the Company recorded a long-term liability of $4,770 as of the date of acquisition to reflect the estimated fair value of the contingent purchase price. The amount of future payments will be determined by BB Dakota's future performance with no minimum future payment. After the effect of closing adjustments, the purchase price was $29,404, net of cash acquired of approximately $353 and a post-closing working capital adjustment of $419. The acquisition was funded by cash on hand and adds new apparel brands with added growth potential to the Company.

The results of the BB Dakota brand have been included in the consolidated financial statements since the date of acquisition within the U.S. location of the Wholesale Accessories/Apparel segment.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the August 12, 2019 acquisition date:



Cash	$	353
Accounts receivable	4,419
Inventory	6,696
Prepaid and other assets	855
Fixed assets	382
Trademark⁽¹⁾	9,670
Customer relationships ⁽²⁾	2,530
Accounts payable	(2,885		)
Accrued expenses	(2,893		)
Deferred tax liabilities long-term	(2,735		)
Total fair value excluding goodwill	16,392
Goodwill	13,365
Net assets acquired	$	29,757

(1) Trademark is indefinitely lived.
(2) Customer relationships will be amortized over 10 years.

The acquisitions were accounted for in accordance with FASB Topic ASC 805 ("Business Combinations"), which requires that the total cost of an acquisition be allocated to tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

The Company recorded goodwill for both acquisitions based on the amount by which the purchase price exceeded the fair value of the net assets acquired, which consists largely of the synergies expected from the acquisitions.

Preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revision, which may result in adjustments to the preliminary values discussed above.

SM Distribution China Co., Ltd.

In September 2019, the Company formed SM Distribution China Co., Ltd. ("SM China"), a joint venture with Channelink LLP through its subsidiary. The Company is 51% interest holder in SM China and controls all of the significant participating rights of the joint venture. SM China is the exclusive distributor of the Company's products in China. Because the Company controls all of the significant participating rights of the joint venture and is the majority interest holder in SM China, the assets, liabilities and results of operations of the joint venture are consolidated and included in the Company’s consolidated financial statements. The other member's interest is reflected in “Net income attributable to noncontrolling interest” in the Consolidated Statements of Income and “Noncontrolling interest” in the Consolidated Balance Sheets.

SM Distribution Israel, Limited Partnership

In November 2018, the Company formed a joint venture ("SM Israel") with Inter Jeans Ltd. through its subsidiary, SM Distribution Israel L.P. The Company is the majority interest holder in SM Israel and controls all of the significant participating rights of the joint venture. SM Israel is the exclusive distributor of the Company's products in Israel. As the Company controls all of the significant participating rights of the joint venture and is the majority interest holder in SM Israel, the assets, liabilities and results of operations of SM Israel are consolidated and included in the Company’s consolidated financial statements. The other member's interest is reflected in “Net income attributable to noncontrolling interests” in the Consolidated Statements of Income and “Noncontrolling interests” in the Consolidated Balance Sheets.