Executive Summary. We are a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across women's, men's, home and international industry segments. Our business strategy is to maximize the value of our brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions.

As of March 31, 2020, our brand portfolio includes Candie's ®, Bongo ®, Joe Boxer ®, Rampage ®, Mudd ®, London Fog ®, Mossimo ®, Ocean Pacific/OP ®, Danskin /Danskin Now ®, Rocawear ®, Artful Dodger ®, Cannon ®, Royal Velvet ®, Fieldcrest ®, Charisma ®, Starter ® , Waverly ®, Ecko Unltd ® /Mark Ecko Cut & Sew ®, Zoo York ®, Umbro ® and Lee Cooper ®; and interests in Material Girl ®, Ed Hardy ®, Truth or Dare ®, Modern Amusement ®, Buffalo ®, Hydraulic ® and Pony ®.

We principally look to monetize the Intellectual Property ("IP") related to our brands throughout the world and in all relevant categories by licensing directly with leading retailers ("direct to retail" or "DTR"), through a consortia of wholesale licensees, through joint ventures in specific territories and via other activity such as corporate sponsorships and content as well as the sale of IP for specific categories or territories. Products bearing our brands are sold across a variety of distribution channels. The licensees are generally responsible for designing, manufacturing, and distributing the licensed products. We support our brands with marketing, advertising and promotional campaigns designed to increase brand awareness. Additionally, we provide our licensees with coordinated trend direction to enhance product appeal and help build and maintain brand integrity.

Globally, we have over 60 DTR licenses and more than 450 total licenses. Licensees are selected based upon our belief that such licensees will be able to produce and sell quality products in the categories and distribution channels of their specific expertise and that they are capable of exceeding minimum sales targets and royalties that we generally requires for each brand. This licensing strategy is designed to permit us to operate our licensing business, leverage our core competencies of marketing and brand management with minimal working capital, and generally without inventory, production or distribution costs or risks, and maintain high margins. The majority of our licensing agreements include minimum guaranteed royalty revenue, which provides us with greater visibility into future cash flows. As of April 1, 2020, we had a contractual right to receive over $376.1 million of minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

Our Candie's and Mudd DTR license agreement at Kohl's will expire under its terms in January 2021. Our Material Girl license with Macy's expired on January 31, 2020. Our Royal Velvet license agreement with JC Penney expired in January 2019. We have DTR agreements under various terms at Kmart/Sears for the Joe Boxer and Cannon brands with Amazon for Starter and at Costco for the Charisma brands. We are actively seeking to place Candie's, Bongo, OP, Danskin, Mossimo and Material Girl with new or existing licensees. At this time, we are uncertain how the terms and conditions of any potential replacement licensing arrangements could affect our future revenues and cash flows.

Our goal of maximizing the value of our IP also includes, in certain instances, the sale to third parties of a brand's trademark in specific territories or categories. As such, we evaluate potential offers to acquire some or all of a brand's IP by comparing whether the offer is more valuable than our estimate of the current and potential revenue streams to be earned via our traditional licensing model. Further, as part of our evaluation process, we also consider whether or not the buyer's future development of the brand may help to expand the brand's overall recognition and global revenue potential.

We identify our operating segments according to how business activities are managed and evaluated and, for which separate financial information is available and utilized on a regular basis by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.



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We have disclosed these reportable segments for the periods shown below.





                                             For the Three Months
                                                Ended March 31,
                                              2020            2019
                Licensing revenue:
                Women's                    $     6,478      $  8,367
                Men's                            6,757        10,935
                Home                             3,162         3,490
                International                   11,554        13,150
                                           $    27,951      $ 35,942
                Operating income (loss):
                Women's                    $    (1,143 )    $  7,627
                Men's                            3,807         7,546
                Home                              (811 )       3,006
                International                    1,841         8,423
                Corporate                       (8,544 )      (8,204 )
                                           $    (4,850 )    $ 18,398




COVID-19 Pandemic

The spread of the novel coronavirus or COVID-19 ("COVID-19") during the first quarter of 2020 has caused an economic downturn on a global scale, as well as significant volatility in the financial markets. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic is an ongoing phenomenon with uncertain scale and has had severe global macroeconomic and financial market impacts. Certain of our licensees have been and may continue to be adversely impacted by the pandemic due to manufacturing facility closures, store closures, impacts to their distribution networks and a general decrease in customer traffic. We are, in many cases, suspending or deferring capital expenditures. We are proactively taking steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary operating expenses. We are also taking certain precautions to provide a safe work environment for our employees. We may have to take further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

As the pandemic continues to unfold, the extent of the pandemic's effect on our operational and financial performance and liquidity will depend in large part on future developments, which cannot be predicted with confidence at this time. Future developments include changes in the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Any prolonged material disruption on discretionary spending and consumer demand could negatively affect our licenses and impact our financial position, results of operations and cash flows.





Results of Operations

Current Quarter compared to Prior Year Quarter

Licensing Revenue. Total revenue for the Current Quarter was approximately $28.0 million, a 22% decrease as compared to $35.9 million for the Prior Year Quarter. Revenue from the women's segment decreased 23% from $8.4 million in the Prior Year Quarter to $6.5 million in the Current Quarter primarily due to a decrease in licensing revenue from our Mudd brand. Revenue from the men's segment decreased 38% from $10.9 million in the Prior Year Quarter to $6.8 million in the Current Quarter mainly due to a decrease in licensing revenue from our Buffalo and Umbro brands. Revenue from the home segment decreased 9% from $3.5 million in the Prior Year Quarter to $3.2 million in the Current Quarter mainly due to a decrease in licensing revenue from our Royal Velvet brand as it transitions from its historical DTR relationship. The international segment decreased 12% from $13.2 million in the Prior Year Quarter to $11.6 million in the Current Quarter mainly due to decreases in Latin America and Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses ("SG&A") were $17.2 million for the Current Quarter as compared to $18.1 million for the Prior Year Quarter, a decrease of $0.9 million or 5%, primarily due to a decrease in compensation and advertising costs partially offset by an increase in bad debt expense. SG&A from the women's segment decreased 28% from $1.3 million in the Prior Year Quarter to $0.9 million in the Current Quarter. SG&A from the men's segment decreased 16% from $3.4 million in the Prior Year Quarter to $2.8 million in the Current Quarter. SG&A from the home segment increased 25% from $0.5 million in the Prior Year Quarter to $0.6 million in the Current Quarter. SG&A from the



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international segment decreased 13% from $5.1 million in the Prior Year Quarter to $4.5 million in the Current Quarter. Corporate SG&A increased 6% from $7.8 million in the Prior Year Quarter to $8.3 million in the Current Quarter.

Depreciation and Amortization. Depreciation and amortization decreased to $0.3 million for the Current Quarter, compared to $0.5 million in the Prior Year Quarter.

Equity (earnings)loss on joint ventures. Equity earnings on joint ventures was a loss of $1.6 million for the Current Quarter, compared to income of $1.0 million for the Prior Year Quarter. The Current Year Quarter included trademark impairment charges of $1.0 million from our investment in South East Asia.

Trademark & Goodwill & Investment Impairment. Trademark & Goodwill & Investment Impairment loss for the Current Quarter was $13.7 million as compared to zero in the Prior Year Quarter. The charge for the Current Quarter was based on the impact of COVID-19 pandemic on current and estimated future cash flows and their impact on the fair values primarily of the Rampage, Joe Boxer, Waverly. Fieldcrest and Umbro indefinite-lived trademarks as follows:



           Operating Segment   Brand / Trademark     Territory      Amount
                Women's             Rampage             US         $  4,630
                Women's            Joe Boxer            US            1,225
                 Home               Waverly             US            1,783
                 Home            Royal Velvet           US              838
             International           Umbro         International        944
                 Other              various           various         4,313
                 Total                                             $ 13,733

Operating Income (loss). Total operating loss for the Current Quarter was $4.9 million, a decrease of $23.3 million as compared to income of approximately $18.4 million in the Prior Year Quarter primarily resulting from reduced revenue and $14.7 million of trademark impairment charges (inclusive of $1.0 million of trademark impairment charges reflected on equity method investments). Excluding trademark impairment, total operating income was $9.9 million for the Current Quarter or 35% of total revenue as compared to total operating income of $18.4 million in the Prior Year Quarter or 51% of total revenue. Operating loss from the women's segment was $1.1 million in the Current Quarter compared to income of $7.6 million in the Prior Year Quarter. Excluding trademark impairment, women's operating income for the Current Quarter was $5.5 million. Operating income from the men's operating segment was $3.8 million in the Current Quarter compared to $7.5 million in the Prior Year Quarter. Operating loss from the home segment was $0.8 million in the Current Quarter compared to income of $3.0 million in the Prior Year Quarter. Excluding trademark impairment, the home segment operating income for the Current Quarter was $2.6 million. Operating income from the international segment was $1.8 million in the Current Quarter compared to $8.4 million in the Prior Year Quarter. Excluding trademark impairment, the international segment operating income for the Current Quarter was $6.4 million. Corporate operating loss was $8.5 million in the Current Quarter compared to an operating loss of $8.2 million in the Prior Year Quarter.

Other Expenses (income)-Net. Other expenses (income)- net was approximately $15.8 million of expenses for the Current Quarter as compared to income of $4.9 million for the Prior Year Quarter, an increase of $20.7 million. The increase was primarily related to an increase of $19.0 million in the Current Quarter related to the mark-to-market adjustment from our 5.75% Convertible Notes based on our accounting treatment which requires the fair value of the debt at the end of each period.

Provision for Income Taxes. The effective income tax rate for the Current Quarter is approximately 0.0% resulting in a $0.0 million income tax expense, as compared to an effective income tax rate of 8.5% in the Prior Year Quarter which resulted in a $2.0 million income tax expense. The decrease in the tax provision is the result of receiving a Current Quarter tax benefit resulting from the CARES Act partly offset by an increase in foreign taxes.

Net Income (loss). Our net income was a loss of approximately $27.9 million in the Current Quarter, compared to net income of approximately $21.3 million in the Prior Year Quarter, resulting from the factors discussed above.

Liquidity and Capital Resources

Liquidity

Our principal capital requirements are to refinance or extinguish existing indebtedness and to fund working capital needs. We currently rely primarily on asset sales and the issuance of indebtedness to refinance existing indebtedness. At March 31, 2020 and December 31, 2019, our cash totaled $40.4 million and $55.5 million, respectively, not including short-term restricted cash of $9.1 million and $15.9 million, respectively. Our short-term restricted cash primarily consists of collection and investment accounts related to our Securitization Notes.



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Our Securitization Notes include a financial test, known as the debt service coverage ratio ("DSCR") that measures the amount of principal and interest required to be paid on the Co-Issuers' debt to the approximate cash flow available to pay such principal and interest. As a result of a decline in royalty collections during the twelve months ended March 31, 2019, the DSCR fell below 1.10x as of March 31, 2019. Beginning April 1, 2019, the Senior Secured Notes experienced a Rapid Amortization Event pursuant to the Securitization Notes Indenture. Upon a Rapid Amortization Event, any residual amounts available will immediately be used to pay down the principal. We will continue to receive our management fee from the Securitization Note and we do not believe the loss of our residual, if any, will have a significant impact on our operations. The legal final maturity date of the Securitization Notes is in January of 2043. As the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date, in January 2020 additional interest will accrue on amounts outstanding under the Securitization Notes. This additional interest is not required to be paid until 2043 and does not compound annually. Beginning January 2020, the Company is no longer required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue. However, we believe recent events, primarily related to the impacts of the COVID-19 pandemic, have created risks related to liquidity and maintaining financial covenants, that raise substantial doubt about its ability to continue as a going concern. We have taken steps to reduce expenses and discretionary cash outlays and have been actively pursuing asset sales in order to satisfy liquidity needs under our financial covenants. In April 2020, the Company announced that it had entered into a share purchase agreement with HK Qiaodan Investment Limited to sell its equity in Umbro China for approximately $62.5 million. The Umbro China Sale includes the sale of the Umbro sports brand in the People's Republic of China, Hong Kong, Taiwan and Macau. The Umbro China Sale is anticipated to close on or prior to September 15, 2020. The Company anticipates using the net proceeds from the Umbro China Sale to repay amounts due under its existing financing arrangements, and otherwise for general corporate purposes.

We may, from time to time, seek to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities, in open market transactions, privately negotiated transactions, or otherwise. Such repurchase or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions may individually or in the aggregate, be material.

This "Liquidity" section should be read in conjunction with the "COVID-19 Pandemic" section above. See Note 7 of the Notes to unaudited condensed consolidated financial statements for detail on our existing debt arrangements.

Operating Activities

Net cash used by operating activities decreased $0.6 million from net cash used by operating activities of $2.5 million in the Prior Year Quarter to net cash used by operating activities of $1.9 million in the Current Quarter. The decrease is primarily due to a decrease in Other assets-current relating to the settlement of insurance claims, partly offset by the decrease in revenues from $35.9 million in the Prior Year Quarter to $28.0 million in the Current Quarter.

Investing Activities

Net cash used in investing activities decreased approximately $5.4 million, from net cash provided by investing activities of $0.3 million in the Prior Year Quarter to net cash used in investing activities of $5.1 million in the Current Quarter. The difference between both periods is primarily due $3.0 million of cash provided in the Prior Year Quarter related to the sale of our interest in Ningbo Material Girl and by cash used in the issuance of a loan to an equity investee in the Current Quarter.

Financing Activities

Net cash used in financing activities increased approximately $3.6 million, from cash used in financing activities of $11.1 million in the Prior Year Quarter to cash used in financing activities of $14.7 million in the Current Quarter. The increase between both periods is primarily due to an increase in payments of long-term debt in the Current Quarter.

Other Matters

Critical Accounting Policies

The Company's consolidated financial statements are based on the accounting policies used. Certain accounting polices require that estimates and assumptions be made by management for use in the preparation of the financial statements. Critical accounting policies are those that are central to the presentation of the Company's financial condition and results and that require subjective or complex estimates by management. There have been no material changes with respect to the Company's critical accounting policies from those disclosed in its 2019 Annual Report on Form 10-K filed with the SEC on March 30, 2020.



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Recent Accounting Pronouncements

See Note 19 of the notes to unaudited condensed consolidated financial statements for recent accounting pronouncements.

The statements that are not historical facts contained in this Quarterly Report are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These risks are detailed in our Form 10-K for the fiscal year ended December 31, 2019 and other SEC filings. The words "believe," "anticipate," "expect," "confident," "project," "provide," "guidance" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made.



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