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Fabco Holding B.V.
12 Months Ended
Jan. 31, 2021
Business Combinations [Abstract]  
FABCO HOLDING B.V.

NOTE P — FABCO HOLDING B.V.

In August 2017, the Company entered into a joint venture agreement with Amlon Capital B.V. (“Amlon”), a private company incorporated in the Netherlands, to produce and market women’s and men’s apparel and accessories pursuant to a long-term license for DKNY and Donna Karan in the People’s Republic of China, including Macau, Hong Kong and Taiwan. The Company owned 49% of the joint venture through November 30, 2020, with Amlon owning the remaining 51%. During the fourth quarter of fiscal 2021, the Company acquired an additional ownership interest for nominal consideration that increased its ownership interest in Fabco to 75% effective December 1, 2020, with Amlon owning the remaining 25% (the “Fabco Acquisition”). The joint venture was funded with $25 million of equity to be used to strengthen the DKNY and Donna Karan brands and accelerate the growth of the business in the region. Of this amount, the Company contributed an aggregate $10.0 million. Beginning January 1, 2018, this joint venture is the exclusive seller of women’s and men’s apparel, handbags, luggage and certain accessories under the DKNY and Donna Karan brands in the territory.

Fabco is accounted for as a consolidated majority-owned subsidiary on the consolidated financial statements as of January 31, 2021. The investment in Fabco was previously accounted for under the equity method of accounting on the consolidated balance sheets at January 31, 2020.

On the effective date of the Fabco Acquisition, the previously held investment was remeasured at fair value and a $1.0 million gain was recorded.  

The Fabco Acquisition was accounted for under the acquisition method of accounting. Accordingly, the purchase price was allocated to the acquired assets based on their estimated fair values. In connection with the acquisition, during the year ended January 31, 2021, the Company recorded a $1.7 million pretax bargain purchase gain. The Company was able to realize a gain because Fabco was in need of capital to continue its operations and was unable to secure sufficient capital in the time frame it required. The Company has assessed the identification of and valuation assumptions surrounding the assets acquired and the consideration transferred and has determined that the recognition of a bargain purchase gain is appropriate. The operating results for Fabco are included in the Company’s consolidated financial statements from the effective date of the Fabco Acquisition.

The noncontrolling interest is classified as temporary equity in the mezzanine section of the balance sheet between liabilities and permanent equity.  The temporary equity designation is due to a put feature that is outside of the Company’s control.