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.
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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.
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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.
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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.
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