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ACQUISITIONS AND INTANGIBLES | 12 Months Ended
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Jan. 31, 2014
Business Combinations [Abstract] |
ACQUISITIONS AND INTANGIBLES | NOTE D – ACQUISITIONS AND INTANGIBLES Acquisition of Vilebrequin In August 2012, the Company acquired all of the outstanding shares of Vilebrequin for aggregate consideration consisting of (i) €70.5 million (approximately $87.6 million) in cash and (ii) €15.0 million (approximately $18.6 million) of unsecured promissory notes due December 31, 2017, with interest payable at the rate of 5% per year. In addition to the aggregate consideration paid at closing, the purchase agreement provides for contingent consideration of up to €22.5 million (approximately $27.9 million) based upon achieving certain performance objectives related to the growth of the Vilebrequin business over the three years ending December 31, 2015. As of the acquisition date, the estimated contingent consideration payable was $5.4 million. The dollar equivalents to the amounts in Euro set forth in this paragraph are based on the exchange rate on the date of acquisition (€1.000 equal to USD $1.242). Vilebrequin is a premier provider of status swimwear, resort wear and related accessories. Vilebrequin sells its products in over 50 countries around the world through a network of company owned and franchised specialty retail stores and shops, as well as through select wholesale distribution. The total consideration paid for Vilebrequin was approximately $111.7 million, including the estimated fair value of the contingent consideration at the time of acquisition. The purchase price has been allocated to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair values. The fair value of the contingent consideration was estimated as of the acquisition date based on the present value of the expected contingent payments, which are determined using weighted probabilities of possible payments. On January 31, 2014, the contingent consideration was reduced by approximately $490,000 as a result of a revision of the assumptions initially used to calculate the earnout payment. The allocation resulted in goodwill and intangible assets in the aggregate amount of $95.6 million related to the acquisition of Vilebrequin. The following table (in thousands) summarizes the components of the purchase price allocation, which was finalized in the quarter ended July 31, 2013, for the acquisition of Vilebrequin:
Purchase price: |  |  |  |
Cash paid |  | $ | 87,573 |
Notes issued |  |  | 18,633 |
Fair value of contingent consideration |  |  | 5,452 |
|  | $ | 111,658 |
Allocation: |  |  |  |
Current assets |  | $ | 25,793 |
Property, plant and equipment |  |  | 5,724 |
Identifiable intangible assets |  |  | 68,847 |
Other non-current assets, net |  |  | 15,274 |
Assumed liabilities |  |  | (12,938 | )
Deferred income taxes |  |  | (17,820 | )
Goodwill |  |  | 26,778 |
|  | $ | 111,658
The fair values assigned to identifiable intangible assets acquired were based on assumptions and estimates made by management using unobservable inputs reflecting the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability based on the best information available. The fair values of these identifiable intangible assets were determined using the discounted cash flow method, and the Company classifies these intangibles as Level 3 fair value measurements. The final purchase price allocation resulted in an increase of other non-current assets of $10.7 million and a decrease in deferred income taxes of $5.3 million resulting in a decrease in goodwill of $5.4 million. Identifiable intangible assets acquired include trademarks valued at $58.7 million with an indefinite life, franchise agreements valued at $7.5 million with an estimated useful life of 14 years and customer relationships valued at $2.6 million with an estimated useful life of 8 years. The goodwill represents the future economic benefits expected to arise that could not be individually identified and separately recognized, including use of the Company’s existing infrastructure to expand sales of Vilebrequin products. Acquisition of G.H. Bass On November 4, 2013, G-III Apparel Group, Ltd. and its indirect wholly-owned subsidiary, AM Retail Group, Inc (“AM Retail Group”) entered into an asset purchase agreement, with PVH Retail Stores LLC, PVH Corp. and PVH of Puerto Rico, Inc., providing for the sale to AM Retail Group of substantially all of the assets of the G.H. Bass & Co (“G.H. Bass”) business, including approximately 160 G.H. Bass & Co. outlet stores. The purchase price was $49.2 million in cash. G.H. Bass & Co. is a well-known heritage brand that embodies classic American style. The Company sells G.H. Bass & Co. footwear, apparel and accessories primarily through approximately 160 outlet stores located in the United States. The Company also licenses the brand for the wholesale distribution of men's and women's footwear and men’s sportswear. The following table (in thousands) summarizes the components of the purchase price allocation for the acquisition of G.H. Bass:
Purchase price: |  |  |  |
Cash paid |  | $ | 49,236 |
|  | $ | 49,236 |
Allocation: |  |  |  |
Current assets |  | $ | 42,967 |
Property, plant and equipment |  |  | 2,788 |
Identifiable intangible assets - Trademarks |  |  | 2,490 |
Other non-current assets, net |  |  | 975 |
Assumed liabilities |  |  | (700 | )
Goodwill |  |  | 716 |
|  | $ | 49,236 |
The trademarks were assigned an indefinite useful life. Goodwill represents the future economic benefits arising from net assets acquired that are not individually identified and separately recognized and is attributable to synergies expected to be derived from the combination of G.H. Bass with the other businesses of our retail operations segment. Intangible assets balances Intangible assets consist of:
|  |  |  | January 31, |
|  | Estimated Life |  | 2014 |  |  | 2013 |
|  |  |  | (In thousands) |
Gross carrying amounts |  |  |  |  |  |  |  |  |  |
Licenses |  | 14 years |  | $ | 20,779 |  |  | $ | 20,432 |
Trademarks |  | 8 - 12 years |  |  | 2,194 |  |  |  | 2,193 |
Customer relationships |  | 8 - 15 years |  |  | 8,741 |  |  |  | 8,620 |
Other |  | 3 – 10 years |  |  | 2,912 |  |  |  | 1,994 |
Subtotal |  |  |  |  | 34,626 |  |  |  | 33,239 |
Accumulated amortization |  |  |  |  |  |  |  |  |  |
Licenses |  |  |  |  | 13,394 |  |  |  | 12,798 |
Trademarks |  |  |  |  | 1,816 |  |  |  | 1,595 |
Customer relationships |  |  |  |  | 3,696 |  |  |  | 2,995 |
Other |  |  |  |  | 1,415 |  |  |  | 1,393 |
Subtotal |  |  |  |  | 20,321 |  |  |  | 18,781 |
Net |  |  |  |  |  |  |  |  |  |
Licenses |  |  |  |  | 7,385 |  |  |  | 7,634 |
Trademarks |  |  |  |  | 379 |  |  |  | 598 |
Customer relationships |  |  |  |  | 5,044 |  |  |  | 5,625 |
Other |  |  |  |  | 1497 |  |  |  | 601 |
Subtotal |  |  |  |  | 14,305 |  |  |  | 14,458 |
Unamortized intangible assets |  |  |  |  |  |  |  |  |  |
Goodwill |  |  |  |  | 55,604 |  |  |  | 60,396 |
Trademarks |  |  |  |  | 80,707 |  |  |  | 75,464 |
Subtotal |  |  |  |  | 136,311 |  |  |  | 135,860 |
Total intangible assets, net |  |  |  | $ | 150,616 |  |  | $ | 150,318
Intangible amortization expense amounted to approximately $1.6 million, $1.2 million and $0.9 million for the years ended January 31, 2014, 2013 and 2012, respectively. The estimated intangible amortization expense for the next five years is as follows:
Year Ending January 31, |  | Amortization Expense |
|  | (In thousands) |
2015 |  | $ | 1,821 |
2016 |  |  | 1,683 |
2017 |  |  | 1,639 |
2018 |  |  | 1,612 |
2019 |  |  | 1,365
Goodwill represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method. The Company reviews and tests its goodwill and intangible assets with indefinite lives for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of such assets may be impaired. We perform our test in the fourth fiscal quarter of each year using a combination of a discounted cash flow analysis and a market approach. The discounted cash flow approach requires that certain assumptions and estimates be made regarding industry economic factors and future profitability. The market approach estimates the fair value based on comparisons with the market values and market multiples of earnings and revenues of similar public companies. Trademarks and customer relationships having finite lives are amortized over their estimated useful lives and measured for impairment when events or circumstances indicate that the carrying value may be impaired. Goodwill has been allocated to the reporting segments based upon the relative fair values of the licenses (licensed products segment) and trademarks acquired. For the year ended January 31, 2014, the carrying amount of goodwill was $26.1 million, $28.8 million and $0.7 million in the licensed products, non-licensed products and retail operations segments, respectively, including $1.5 million in exchange differences arising during the period. For the year ended January 31, 2013, the carrying amount of goodwill was $26.1 million and $34.3 million in the licensed products and non-licensed products segments, respectively.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6996-128479 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7000-128479 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4922-128472 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4926-128472 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4934-128472 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1383-128463 Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1392-128463 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1486-128463 Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e6927-128479 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1497-128463 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1490-128463 Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 30 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=7488404&loc=d3e7008-128479 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=6910749&loc=d3e4845-128472 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 6 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1500-128463 Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 7 -URI http://asc.fasb.org/extlink&oid=25497992&loc=d3e1524-128463 + Details
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