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, 2021, 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 50 DTR licenses and 420 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 require 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, 2021, we had a contractual right to receive approximately $380.4 million of minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

Our Candie's and Mudd exclusive DTR license agreement at Kohl's expired under its terms in January 2021. Our Material Girl license with Macy's expired on January 31, 2020. We have DTR agreements under various terms with Amazon for Starter and at Costco for the Charisma brands. We are actively seeking to place Candie's, Mudd, 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.



                                       34

--------------------------------------------------------------------------------

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





                                             For the Three Months
                                                Ended March 31,
                                              2021            2020
                Licensing revenue:
                Women's                    $     3,806      $  6,478
                Men's                            5,612         6,757
                Home                             2,466         3,162
                International                   11,750        11,554
                                           $    23,634      $ 27,951
                Operating income (loss):
                Women's                    $     3,772      $ (1,143 )
                Men's                            4,812         3,807
                Home                             1,829          (811 )
                International                    7,780         1,841
                Corporate                        7,080        (8,544 )
                                           $    25,273      $ (4,850 )




COVID-19 Pandemic

The spread of the novel coronavirus or COVID-19 ("COVID-19") during the first quarter of 2020 and its continued spread into 2021, 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 continue to take steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary operating expenses, and our completed sales of certain of our brands. We have also taking certain precautions to provide a safe work environment for our employees. We continue to evaluate further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

Results of Operations

Current Quarter compared to Prior Year Quarter

Licensing Revenue. Total revenue for the Current Quarter was approximately $23.6 million, a 15% decrease as compared to $28.0 million for the Prior Year Quarter. Revenue from the women's segment decreased 41% from $6.5 million in the Prior Year Quarter to $3.8 million in the Current Quarter primarily due to decreases in licensing revenue from our Mudd, Candies and Joe Boxer brands partly offset by an increase in revenue from our Danskin brand. Revenue from the men's segment decreased 17% from $6.8 million in the Prior Year Quarter to $5.6 million in the Current Quarter mainly due to a decrease in licensing revenue from our Buffalo brand. Revenue from the home segment decreased 22% from $3.2 million in the Prior Year Quarter to $2.5 million in the Current Quarter mainly due to a decrease in licensing revenue from our Fieldcrest brand. The international segment increased 2% from $11.6 million in the Prior Year Quarter to $11.8 million in the Current Quarter mainly due to increased licensing revenue in Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses ("SG&A") were $13.1 million for the Current Quarter as compared to $17.2 million for the Prior Year Quarter, a decrease of $4.1 million or 24%, primarily due to a decrease in bad debt expense. SG&A from the women's segment decreased from $0.9 million in the Prior Year Quarter to $0.0 million in the Current Quarter. SG&A from the men's segment decreased from $2.8 million in the Prior Year Quarter to $0.8 million in the Current Quarter. SG&A from the home segment was flat at $0.6 million in the Prior Year Quarter and the Current Quarter, respectively. SG&A from the international segment was $4.5 million in the Prior Year Quarter and $4.0 in the Current Quarter. Corporate SG&A decreased 8% from $8.3 million in the Prior Year Quarter to $7.6 million in the Current Quarter.

Depreciation and Amortization. Depreciation and amortization was $0.3 million for the Current Quarter and the Prior Year Quarter, respectively.



                                       35

--------------------------------------------------------------------------------

Equity (earnings)loss on joint ventures. Equity earnings on joint ventures was less than $0.1 million for the Current Quarter, compared to a loss of $1.6 million for the Prior Year Quarter inclusive of trademark impairment charges of $1.0 million from our investment in South East Asia.

Gain on Sale of Trademarks and Investment. Gain on Sale of Trademarks and Investment reflects the $15.0 million gain on the sale of 100% of our equity interest in Lee Cooper China Ltd., during the Current Quarter.

Trademarks Impairment. Trademark Impairment loss for the Current Quarter was zero as compared to $13.7 million in the Prior Year Quarter. The charge for the Prior Year Quarter was primarily based on the impact of the 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.

Operating Income. Total operating income for the Current Quarter was $25.3 million, an increase of $30.1 million as compared to a loss of approximately $4.9 million in the Prior Year Quarter. Excluding trademark impairment and gain on sale of trademark, total operating income was $10.3 million for the Current Quarter or 44% of total revenue as compared to total operating income of $8.9 million in the Prior Year Quarter or 32% of total revenue. Operating income from the women's segment was $3.8 million in the Current Quarter compared to a loss of $1.1 million in the Prior Year Quarter. Excluding trademark impairment, women's operating income for the Prior Year Quarter was $5.5 million. Operating income from the men's operating segment was $4.8 million in the Current Quarter compared to $3.8 million in the Prior Year Quarter. Operating income from the home segment was $1.8 million in the Current Quarter compared to a loss of $0.8 million in the Prior Year Quarter. Excluding trademark impairment, the home segment operating income for the Prior Year Quarter was $2.6 million. Operating income from the international segment was $7.8 million in the Current Quarter compared to $1.8 million in the Prior Year Quarter. Excluding trademark impairment, the international operating income was $6.4 million in the Prior Year Quarter. Corporate operating income was $7.1 million in the Current Quarter compared to an operating loss of $8.5 million in the Prior Year Quarter. Excluding gain on sale of trademark, operating loss from the Corporate segment in the Current Quarter was a loss of $7.9 million.

Other Expenses (income)-Net. Other expenses - net was approximately $16.1 million for the Current Quarter as compared to of $16.2 million for the Prior Year Quarter, a decrease of $0.1 million. The change primarily reflects a decrease of $2.4 million in the Current Quarter interest expense due to the year over year reduction in debt, mostly offset by mark to market accounting for our 5.75 % convertible note.

Provision for (Benefit) for Income Taxes. The effective income tax rate for the Current Quarter is approximately 24.6% resulting in a $2.3 million income tax expense, as compared to an effective income tax rate of 0.0% in the Prior Year Quarter which resulted in a $0.0 million income tax expense. The increase in the tax expense is a result of an increase in foreign tax expense in the Current Quarter and a tax benefit recorded in the Prior Year Quarter related to the CARES Act.

Net Income (loss). Our net income was approximately $6.9 million in the Current Quarter, compared to a loss of approximately $21.0 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, 2021 and December 31, 2020, our cash totaled $48.2 million and $49.8 million, respectively, not including short-term restricted cash of $14.2 million and $9.4 million, respectively. Our short-term restricted cash primarily consists of collection and investment accounts related to our Securitization Notes.

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 we 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, we are 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.



                                       36

--------------------------------------------------------------------------------

In March 2021, we closed the Lee Cooper China Sale and received approximately $15.9 million in net proceeds. In March 2021, we repaid approximately $11.9 million under our Senior Secured Term Loan with proceeds from the Lee Cooper China Sale.

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 8 of the Notes to unaudited condensed consolidated financial statements for detail on our existing debt arrangements.

Operating Activities

Net cash provided by operating activities increased $9.9 million from net cash used by operating activities of $1.9 million in the Prior Year Quarter to net cash provided by operating activities of $8.0 million in the Current Quarter. The increase is primarily due to a decrease in Accounts receivable and an increase in Other liabilities in the Current Quarter.

Investing Activities

Net cash provided by investing activities increased approximately $20.9 million from net cash used in investing activities of $5.1 million in the Prior Year Quarter to net cash provided by investing activities of $15.8 million in the Current Quarter. The difference between both periods is primarily due to the sale of the Lee Cooper China trademark in the Current Quarter.

Financing Activities

Net cash used in financing activities increased approximately $5.9 million from cash used in financing activities of $14.7 million in the Prior Year Quarter to cash used in financing activities of $20.6 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

Our 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. We believe that the assumptions and estimates associated with revenue recognitions, allowances for doubtful accounts and impairment of our intangible assets have the greatest impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. There have been no material changes with respect to our critical accounting policies from those disclosed in its 2020 Annual Report on Form 10-K filed with the SEC on March 31, 2021.

Recent Accounting Pronouncements

Refer to Note 20 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, 2020 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.



                                       37

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses