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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