Acquisitions

Blondo

On January 23, 2015 the Company acquired the trademarks and other intellectual property and related assets of Blondo, a fashion-oriented footwear brand specializing in waterproof leather boots, from Regence Footwear Inc. and 3074153 Canada Inc. for a purchase price of approximately $9,129. The purchase price has been initially allocated as follows:



Inventory	$	233
Other liabilities	(308		)
Trademarks	7,196
Total fair value excluding goodwill	7,121
Goodwill	2,008

Net assets acquired	$	9,129

SM Mexico

On December 30, 2014, the Company purchased all of the outstanding capital stock of Trendy Imports S.A. de C.V., Comercial Diecisiette S.A. de C.V., and Maximus Designer Shoes S.A. de C.V. (together, “SM Mexico”). SM Mexico is a division of Grupo Dicanco, which has been the exclusive distributor of the Company's products in Mexico since 2005. The total purchase price for the acquisition was approximately $22,959. The total purchase price includes a cash payment at closing of $15,336, plus potential earn-out payments based on the achievement of certain earnings targets for each of the twelve month periods ending December 31, 2015 and 2016. The fair value of the contingent payments was estimated using the present value of management's projections of the financial results of SM Mexico during the earn-out period. At December 31, 2015, the Company estimated the fair value of the contingent consideration to be $6,490.

The transaction was accounted for using the acquisition method required by GAAP. Accordingly, the assets and liabilities of SM Mexico were recorded at their fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are subject to change. During the fourth quarter of 2015 and prior to December 30, 2015, the Company finalized the allocation of the purchase price for SM Mexico. The final allocation of the purchase price is as follows:

Note B – Acquisitions (continued)



Accounts Receivable	$	418
Inventory	3,371
Fixed assets	1,338
Other assets	973
Re-acquired rights	4,200
Customer relations	1,900
Accounts payable	(3,680		)
Deposits & other	(568		)
Total fair value excluding goodwill	7,952
Goodwill	15,007

Net assets acquired	$	22,959

Contingent consideration classified as a liability will be remeasured at fair value at each reporting date, until the contingency is resolved, with changes recognized in earnings. The goodwill related to this transaction is expected to be deductible for tax purposes over 15 years.

Dolce Vita

On August 13, 2014, the Company purchased all of the outstanding capital stock of Dolce Vita Holdings, Inc. (“Dolce Vita”). The total purchase price for the acquisition was approximately $62,146 which included a cash payment at closing of $56,872 plus potential earn-out payments based on achievement of certain earnings targets for each of the twelve month periods ending on September 30, 2015 and 2016 provided that the aggregate minimum earn-out payment for such two year earn-out period shall be no less than $5,000. The fair value of the contingent payments was estimated using the present value of management's projections of the financial results of Dolce Vita during the earn-out period. At December 31, 2015, the Company estimated the fair value of the contingent consideration to be $3,646.

The transaction was accounted for using the acquisition method required by GAAP. Accordingly, the assets and liabilities of Dolce Vita were recorded at their fair values, and the excess of the purchase price over the fair value of the assets acquired and liabilities assumed, including identified intangible assets, was recorded as goodwill. The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are subject to change. During the third quarter of 2015 and prior to August 13, 2015, the Company finalized the allocation of the purchase price for Dolce Vita. The final allocation of the purchase price is as follows:

Note B – Acquisitions (continued)



Cash	$	1,481
Accounts receivable	11,872
Inventory	11,498
Fixed assets	2,019
Trade name	12,200
Customer relations	12,270
Prepaid and other assets	1,289
Accounts payable	(13,569		)
Accrued expenses	(2,500		)
Other liabilities	(1,355		)
Total fair value excluding goodwill	35,205
Goodwill	26,941

Net assets acquired	$	62,146

The unaudited pro forma consolidated revenues and earnings relating to the Dolce Vita, SM Mexico and Blondo acquisitions for the years ended December 31, 2015 and 2014 have not been presented as it is impracticable to provide due to lack of information from the sellers.

Brian Atwood

In March 2014, the Company, acting through a newly-formed subsidiary BA Brand Holdings LLC (“BA Brands”), purchased the intellectual property and related assets of Brian Atwood® from Brian Atwood IP Company LLC, for a purchase price of approximately $6,750. The Company owns 80% of BA Brands. The acquired intellectual property portfolio includes the Brian Atwood® designer brand and the B Brian Atwood® contemporary brand. In connection with the acquisition, the Company has

licensed the Brian Atwood® designer brand to Brian K. Atwood (“Atwood”), who has full operational and creative control in the design, production and distribution of the designer brand. The Company manages the B Brian Atwood® brand and collaborates with Atwood on the design, production, marketing and distribution of B Brian Atwood® brand footwear and handbags.

The purchase price for the acquired assets has primarily been allocated to the trademarks and to the Company's preferred interest in BAI Holding, LLC., which controls the operating company that will sell the Brian Atwood® designer brand.