Goodwill and intangibles

6 Months Ended

Aug. 03, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually. Additionally, if events or conditions indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may be greater than its fair value, the Company would evaluate the asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other indefinite-lived intangible asset with its fair value. When the carrying amount of the reporting unit or other indefinite-lived intangible asset exceeds its fair value, an impairment charge is recorded.

Fiscal 2024

During the 13 weeks ended April 29, 2023, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first quarter of Fiscal 2024 requiring an interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended July 29, 2023, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the qualitative assessment for all reporting units and trade names, except the Digital Banners and Diamonds Direct reporting units and trade names, for which the quantitative assessment was utilized. Through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values.

The Company noted no impairment through the quantitative assessments based on the estimated fair values of the reporting units and trade names exceeding their carrying values. Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2024 requiring interim impairment assessments for all reporting units with goodwill and indefinite-lived intangible assets.

Fiscal 2025

During the 13 weeks ended May 4, 2024, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the first quarter of Fiscal 2025 requiring an interim impairment assessment for all reporting units with goodwill and indefinite-lived intangible assets.

During the 13 weeks ended August 3, 2024, the Company completed its annual evaluation of its indefinite-lived intangible assets, including goodwill and trade names. The Company utilized the qualitative assessment for all reporting units and trade names, except the Digital Banners and Diamonds Direct reporting units and the Diamonds Direct and Blue Nile trade names, for which the quantitative assessment was utilized. Through the qualitative assessment, the Company did not identify any events or conditions that would indicate that it was more likely than not that the carrying values of the reporting units and indefinite-lived trade names exceeded their fair values.

As part of the quantitative assessments, management reevaluated its long-term cash flow projections, primarily related to sales growth in the Digital Banners and Diamonds Direct. Both banners have a higher bridal mix compared to the rest of Signet, and thus the slower than expected engagement recovery and continued pressure on consumer discretionary spending have had a disproportionate impact on these businesses as compared to the other Signet banners. In addition, to a lesser degree, the Digital Banners sales have been impacted by market declines in lab created diamond pricing over the past year. Management also determined an increase in discount rates was required to reflect the current interest rate environment at the valuation date, as well as to reflect additional forecast risk related to the Digital Banners due to the previously discussed challenges related to the integration of Blue Nile. Therefore, these higher discount rates, in conjunction with the revised cash flow projections, resulted in lower than previously projected discounted cash flows for the reporting units and trade names which negatively affected the valuations compared to previous valuations. Based on the results of the quantitative impairment assessments, the Company determined that no impairment was required for the Diamonds Direct reporting unit, as its estimated fair value exceeded its carrying value. However, during the second quarter of Fiscal 2025, the Company recognized pre-tax impairment charges in the condensed consolidated statement of operations within its North America reportable segment related to the Diamonds Direct trade name, the Digital Banners reporting unit, and the Blue Nile trade name of $7.0 million, $123.0 million and $36.0 million, respectively, as their respective carrying values exceeded their fair values. As a result of these impairments, as of the annual valuation date of June 1, 2024, the carrying values of the Diamonds Direct trade name, Digital Banners goodwill, and Blue Nile trade name were reduced to their estimated fair values of $119 million, $203.1 million, and $60 million, respectively.

Additionally, the Company completed its quarterly triggering event assessment and determined that no triggering events had occurred in the second quarter of Fiscal 2025 requiring interim impairment assessments for all reporting units with goodwill and indefinite-lived intangible assets.

The uncertainty related to the current macroeconomic environment, such as high interest rates and the heightened inflationary pressure on consumers’ discretionary spending, could negatively affect the share price of the Company’s common stock, as well as key assumptions used to estimate fair value, such as sales trends, margin trends, long-term growth rates and discount rates. Thus, an adverse change in any of these factors, specifically for Diamonds Direct and Digital Banners as described above, could result in a risk of additional impairment in the Company’s goodwill or indefinite-lived trade names in future periods.

Goodwill

The following table summarizes the Company’s goodwill by reportable segment:


(in millions)	North America




Balance at February 3, 2024 (1)	$	754.5

Impairment	(123.0)

Balance at August 3, 2024 (1)	$	631.5

(1) The carrying amount of goodwill is presented net of accumulated impairment losses of $699.0 million and $576.0 million as of August 3, 2024 and February 3, 2024, respectively.

Intangibles

Definite-lived intangible assets include trade names, technology and customer relationship assets. Indefinite-lived intangible assets consist of trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net, on the condensed consolidated balance sheets. Intangible liabilities, net consists of unfavorable contracts and is recorded within accrued expenses and other current liabilities and other liabilities - non-current on the condensed consolidated balance sheets.

The following table provides additional detail regarding the composition of intangible assets and liabilities:


	August 3, 2024						February 3, 2024						July 29, 2023
(in millions)	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Intangible assets, net:
Definite-lived intangible assets	$	11.2	$	(8.1)	$	3.1	$	11.2	$	(7.5)	$	3.7	$	15.8	$	(8.5)	$	7.3
Indefinite-lived intangible assets (1)	355.8		—		355.8		399.1		—		399.1		399.2		—		399.2
Total intangible assets, net	$	367.0	$	(8.1)	$	358.9	$	410.3	$	(7.5)	$	402.8	$	415.0	$	(8.5)	$	406.5

Intangible liabilities, net	$	(38.0)	$	35.3	$	(2.7)	$	(38.0)	$	34.4	$	(3.6)	$	(38.0)	$	33.5	$	(4.5)

(1) The change in the indefinite-lived intangible asset balances during the periods presented was primarily due to impairment charges as described above.