Acquisitions

9 Months Ended

Sep. 30, 2019

– Acquisitions

GREATS Brand, Inc.

On August 9, 2019, the Company acquired 90% of the outstanding common stock of GREATS Brand, Inc., owner of GREATS, a pioneering digitally native sneaker brand, for an initial payment of $12,829 and a future contingent payment of $5,000 based on the GREATS brand achieving certain EBIT targets. In connection therewith, the Company recorded a non-current liability of $5,000 as of the date of acquisition to reflect the estimated fair value of the contingent purchase price. The amount of future payments will be determined by GREATS' future performance with no minimum future payment. After the effect of closing adjustments, the purchase price was $17,539, net of cash acquired of approximately $290. The acquisition was funded by cash on hand and adds a new footwear brand with significant growth potential to the Company.

The results of the GREATS brand have been included in the consolidated financial statements since the date of acquisition within the U.S. location of the Retail segment.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the August 9, 2019 acquisition date:



Cash	$	290
Accounts receivable	41
Inventory	1,469
Prepaid and other assets	4,553
Fixed assets	200
Trademark⁽¹⁾	13,590
Customer relationships⁽²⁾	1,140
Accounts payable	(1,964		)
Accrued expenses	(1,168		)
Deferred tax liabilities long-term	(3,541		)
Noncontrolling interest	(1,425		)
Total fair value excluding goodwill	13,185
Goodwill	4,644
Net assets acquired	$	17,829

(1) Trademark is indefinitely lived.
(2) Customer relationships will be amortized over 20 years.

B.B. Dakota, Inc.

On August 12, 2019, the Company acquired 100% of the outstanding common stock of B.B Dakota, Inc., owner of BB Dakota, a contemporary women's apparel company, for an initial payment of $24,568 and a future contingent payment on the BB Dakota brand achieving certain EBITDA targets. In connection therewith, the Company recorded a non-current liability of $4,770 as of the date of acquisition to reflect estimated fair value of the contingent purchase price. The amount of future payments will be determined by BB Dakota's future performance with no minimum future payment. After the effect of closing adjustments, the purchase price was $28,985, net of cash acquired of approximately $353. The acquisition was funded by cash on hand and adds a new apparel brand with significant growth potential to the Company.

The results of the BB Dakota brand have been included in the consolidated financial statements since the date of acquisition within the U.S. location of the Wholesale Accessories/Apparel segment.

The following table summarizes the fair value of the assets acquired and liabilities assumed as of the August 12, 2019 acquisition date:



Cash	$	353
Accounts receivable	4,419
Inventory	7,885
Prepaid and other assets	855
Fixed assets	382
Trademark⁽¹⁾	9,670
Customer relationships ⁽²⁾	2,530
Accounts payable	(2,885		)
Accrued expenses	(2,893		)
Deferred tax liabilities long-term	(2,933		)
Total fair value excluding goodwill	17,383
Goodwill	11,955
Net assets acquired	$	29,338

(1) Trademark is indefinitely lived.
(2) Customer relationships will be amortized over 10 years.

The acquisitions were accounted for in accordance with FASB Topic ASC 805 ("Business Combinations"), which requires that the total cost of an acquisition be allocated to tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

The Company recorded goodwill for both acquisitions based on the amount by which the purchase price exceeded the fair value of the net assets acquired, which consists largely of the synergies expected from the acquisitions.

Preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revision, which may result in adjustments to the preliminary values discussed above.

SM Distribution (China) Co., Ltd.

In September 2019, the Company formed a joint venture with Channelink LLP through its subsidiary, SM Distribution (China) Co., Ltd. The Company is 51% interest holder in SM Distribution (China) Co., Ltd. and controls all of the significant participating rights of the joint venture. As the Company controls all of the significant participating rights of the joint venture and is the majority interest holder in SM Distribution (China) Co., Ltd., the assets, liabilities and results of operations of the joint venture are consolidated and included in the Company’s consolidated financial statements. The other member's interest is reflected in “Net income attributable to noncontrolling interest” in the Condensed Consolidated Statements of Income and “Noncontrolling interest” in the Condensed Consolidated Balance Sheets.