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GOODWILL AND INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2016
GOODWILL AND INTANGIBLE ASSETS

NOTE E — GOODWILL AND INTANGIBLE ASSETS

The Company’s intangible assets, all of which are included in the U.S. Wholesale and International segments, consist of the following (in thousands):

 

     Year Ended December 31,  
     2016      2015  
     Gross      Accumulated
Amortization
    Net      Gross      Accumulated
Amortization
    Net  

Goodwill

   $ 14,201      $ —       $ 14,201      $ 18,101      $ —       $ 18,101  

Indefinite-lived intangible assets:

               

Trade names

     7,616        —         7,616        7,616        —         7,616  

Finite-lived intangible assets:

               

Licenses

     15,847        (8,919     6,928        15,847        (8,462     7,385  

Trade names

     31,150        (8,286     22,864        29,724        (6,818     22,906  

Customer relationships

     49,372        (12,188     37,184        50,823        (10,806     40,017  

Other

     1,266        (840     426        1,202        (634     568  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   $ 119,452      $ (30,233   $ 89,219      $ 123,313      $ (26,720   $ 96,593  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

A summary of the activities related to the Company’s intangible assets for the years ended December 31, 2016, 2015 and 2014 consists of the following (in thousands):

 

     Intangible
Assets
     Goodwill      Total Intangible
Assets and
Goodwill
 

Goodwill and Intangible Assets, December 31, 2013

   $ 50,064      $ 5,085      $ 55,149  

Acquisition of trade names

     12,348        —          12,348  

Acquisition of customer relationships

     32,417        —          32,417  

Acquisition of other intangible assets

     618        —          618  

Goodwill from Kitchen Craft acquisition

     —          13,016        13,016  

Impairment of trade names

     (3,384      —          (3,384

Amortization

     (6,567      —          (6,567
  

 

 

    

 

 

    

 

 

 

Goodwill and Intangible Assets, December 31, 2014

     85,496        18,101        103,597  

Amortization

     (7,004      —          (7,004
  

 

 

    

 

 

    

 

 

 

Goodwill and Intangible Assets, December 31, 2015

     78,492        18,101        96,593  

Acquisition of trade names

     5,159        —          5,159  

Acquisition of customer relationships

     8,878        —          8,878  

Acquisition of other intangible assets

     50        —          50  

Foreign currency translation adjustment

     (11,400      (3,900      (15,300

Amortization

     (6,161      —          (6,161
  

 

 

    

 

 

    

 

 

 

Goodwill and Intangible Assets, December 31, 2016

   $ 75,018      $ 14,201      $ 89,219  
  

 

 

    

 

 

    

 

 

 

The weighted-average amortization periods for the Company’s finite-lived intangible assets as of December 31, 2016 are as follows:

 

     Years  

Trade names

     14  

Licenses

     33  

Customer relationships

     13  

Other

     11  

Estimated amortization expense for each of the five succeeding fiscal years is as follows (in thousands):

 

Year ending December 31,

  

2017

   $ 6,669  

2018

     6,669  

2019

     6,669  

2020

     6,654  

2021

     6,176  

Amortization expense for the years ended December 31, 2016, 2015 and 2014 was $6.2 million, $7.0 million and $6.6 million, respectively.

 

Annual indefinite-lived trade name impairment test

For the Company’s 2016 and 2015 annual impairment tests for its indefinite-lived trade names as of October 1, 2016 and 2015, the Company elected to first perform a qualitative assessment to determine if it was more likely than not that the fair values of the Company’s indefinite-lived trade names were less than the carrying values. The Company considered events and circumstances that could affect the significant inputs used to determine the fair values of the indefinite-lived trade names. Based on the qualitative assessment, the Company determined it was not more likely than not that the fair values of the Company’s indefinite-lived trade names were less than the carrying values as of October 1, 2016 and 2015.

In 2014, the Company performed quantitative impairment test for its indefinite-lived trade names which involved the assessment of the fair market values of the Company’s indefinite-lived trade names based on Level 3 unobservable inputs, using a relief from royalty approach, assuming a discount rate of 14.0%-15.5% and an average long term growth rate of 2.5%-3%. The result of the impairment assessment of the Company’s indefinite-lived trade names indicated that the carrying values of the Elements® and Melannco® trade names exceeded their fair values as of October 1, 2014. The Company’s home décor products category had experienced a decline in sales and profit in recent years. The Company believed the most significant factor resulting in the decline was the reduction in retail space allocated by the Company’s customers to the category which had also contributed to pricing pressure. As a result of these factors, the Company recorded an impairment charge of $3.4 million, related to these brands, in its consolidated statement of operations for the year ended December 31, 2014.

Annual goodwill impairment test

The Company bypassed the optional qualitative impairment analysis for its three reporting units with goodwill for its October 1, 2016 impairment test. Accordingly, the first step of the two step goodwill impairment test was performed. Under the first step, the estimated fair value of each of the reporting units was determined using the income approach or a combined income and market approach with equal weighting. The significant assumptions used under the income approach, or discounted cash flow method, are projected net sales, projected earnings before interest, tax, depreciation and amortization (“EBITDA”), terminal growth rates, and the cost of capital. Projected net sales, projected EBITDA and terminal growth rates were determined to be significant assumptions because they are three primary drivers of the projected cash flows in the discounted cash flow fair value model. Cost of capital was also determined to be a significant assumption as it is the discount rate used to calculate the current fair value of those projected cash flows. The market approach is based on a market multiple (revenue and EBITDA) and requires an estimate of appropriate multiples based on market date. Under the combined income and market approach, the resultant estimated fair value of two of the three reporting units exceeded their carrying value as of October 1, 2016.

For the Creative Tops reporting unit, which carried goodwill of $2.1 million, the market approach was not used as it was concluded that the selected industry market data was not consistent with a business with the future growth expectations of this reporting unit. The reporting unit’s fair value, as calculated under the income approach, was approximately 3% less than the carrying value. The decline in fair value was due to the forecasted sales and profits for the reporting unit falling below expectations relative to the Company’s previous projections and the macroeconomic conditions in Europe contributing to a decline in EBITDA. With the assistance of a third party valuation specialist, the Company performed the second step of the impairment test by estimating the fair value of the assets and liabilities to determine the implied fair value of goodwill. The implied fair value of goodwill was determined to be greater than the carrying value and no impairment charge was recorded. Changes in any of the significant assumptions used in the calculation of the fair value of the reporting unit or changes in the assumptions used in the calculation of the fair value of the assets and liabilities of the reporting unit, could lead to a potentially material non-cash impairment charge.

The excess of fair value of the Kitchen Craft reporting unit, which carried goodwill of $9.7 million, was approximately 3% over its carrying value. Macroeconomic conditions in Europe have contributed to a decline in EBITDA. Management’s projections used to estimate the cash flows included increasing net sales and operational improvements designed to reduce costs. Changes in any of the significant assumptions used can materially affect the expected cash flows, and such impacts can result in the requirement to proceed to the second step of the test and potentially a material non-cash impairment charge could result. The Company is not currently aware of any negative changes in its assumptions that could lead to the fair value of the reporting unit being less than the carrying value.

As of December 31, 2016, the Company assessed the carrying value of goodwill and determined based on qualitative factors, no impairment existed.