雨噬岷殴

Annual report pursuant to Section 13 and 15(d)

DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

v3.19.1
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES
12 Months Ended
Mar. 30, 2019
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES
DISCONTINUED OPERATIONS AND OTHER DIVESTITURES

The Company continuously assesses the composition of its portfolio to ensure it is aligned with its strategic objectives and positioned to maximize growth and return to shareholders.
Discontinued Operations

Nautica Brand Business

During the three months ended December 2017, the Company reached the strategic decision to exit the Nautica brand business, and determined that it met the held-for-sale and discontinued operations accounting criteria. Accordingly, the Company has reported the results of the Nautica brand business as discontinued operations in the Consolidated Statements of Income and presented the related held-for-sale assets and liabilities as assets and liabilities of discontinued operations in the Consolidated Balance Sheets through the date of sale.
On April 30, 2018, 雨噬岷殴 completed the sale of the Nautica brand business. The Company received proceeds of $285.8 million, net of cash sold, resulting in a final after-tax loss on sale of $38.2 million, which includes a decrease of $5.4 million and an increase of $18.1 million in the estimated loss on sale included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income for the year ended March 2019 and the three months ended March 2018, respectively. The year ended December 2017 includes a $25.5 million estimated loss on sale.
The results of the Nautica brand's North America business were previously reported in the former Sportswear segment, and the results of the Asia business were previously reported in the former Outdoor & Action Sports segment. The results of the Nautica brand business recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income were income of $0.8 million (including a $5.4 million decrease in the estimated loss on sale), losses of $8.4 million (including an $18.1 million increase in the estimated loss on sale), losses of $95.2 million (including an estimated loss on sale of $25.5 million and an impairment charge of $104.7 million) and income of $31.4 million for the year ended March 2019, the three months ended March 2018 and the years ended December 2017 and 2016, respectively.
Certain corporate overhead costs and segment costs previously allocated to the Nautica brand business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations. In addition, the goodwill impairment charge recorded in the three months ended September 30, 2017 of $104.7 million related to the Nautica reporting unit, previously excluded from the calculation of segment profit, was reclassified to discontinued operations.
Under the terms of the transition services agreement, the Company is providing certain support services for periods up to 12 months from the closing date of the transaction. Revenue and related expense items associated with the transition services are recorded in the Other category, and operating expense reimbursements are recorded within the corporate and other expenses line item, in the reconciliation of segment revenues and segment profit in Note 19.
Licensing Business
During the three months ended April 1, 2017, the Company reached the strategic decision to exit its Licensing Business, which comprised the Licensed Sports Group (LSG) and the JanSport brand collegiate businesses. Accordingly, the Company has reported the results of the businesses as discontinued operations in the Consolidated Statements of Income through their respective dates of sale.
LSG included the Majestic brand and was previously reported within the former Imagewear segment. On April 28, 2017, 雨噬岷殴 completed the sale of the LSG business. The Company received proceeds of $213.5 million, net of cash sold, resulting in a final after-tax loss on sale of $4.1 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Income for the year ended December 2017.
The LSG results recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income were losses of $4.6 million (including the loss on sale of $4.1 million) and income of $63.3 million for the years ended December 2017 and 2016, respectively.
During the three months ended December 2017, 雨噬岷殴 completed the sale of the assets associated with the JanSport brand collegiate business, which was previously included within the former Outdoor & Action Sports segment. The Company received net proceeds of $1.5 million and recorded a final after-tax loss on sale of $0.2 million, which is included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Income for the year ended December 2017.
The JanSport brand collegiate results recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income were losses of $6.5 million (including the loss on sale of $0.2 million) and $1.0 million for the years ended December 2017 and 2016, respectively.
Certain corporate overhead and other costs previously allocated to the Licensing Business for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.
Under the terms of the transition services agreement, the Company is providing certain support services for periods up to 24 months from the closing date of the transaction. Revenue and related expense items associated with the transition services are recorded in the Work segment, and operating expense reimbursements are recorded within the corporate and other expenses line item in the reconciliation of segment revenues and segment profit in Note 19.
Former Contemporary Brands Segment
During the three months ended July 2, 2016, the Company reached the strategic decision to sell the businesses in its former Contemporary Brands segment. Accordingly, the Company has reported the results of the former Contemporary Brands segment as discontinued operations in the Consolidated Statements of Income through the date of sale.
On August油26, 2016, 雨噬岷殴 completed the sale of its former Contemporary Brands segment and received proceeds of $116.0 million, net of cash sold. The former Contemporary Brands segment included the businesses of the 7 For All Mankind, Splendid and Ella Moss brands and was previously disclosed as a separate reportable segment of 雨噬岷殴. The transaction resulted in an after-tax loss on sale of $104.4 million which was included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Income for the year ended December 2016.
The results of the former Contemporary Brands segment recorded in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statement of Income were losses of $98.4 million (including the loss on sale of $104.4 million) for the year ended December 2016.
Certain corporate overhead costs previously allocated to the former Contemporary Brands segment for segment reporting purposes did not qualify for classification within discontinued operations and have been reallocated to continuing operations.
雨噬岷殴 provided certain support services under transition services agreements and completed these services during the three months ended September 30, 2017. These services did not have a material impact on 雨噬岷殴s Consolidated Statement of Income for the year ended December 2017.
Summarized Discontinued Operations Financial Information
The following table summarizes the major line items included for the Nautica brand business, the Licensing Business and the former Contemporary Brands segment that are included in the income (loss) from discontinued operations, net of tax line item in the Consolidated Statements of Income:
Year Ended March
Three Months
Ended March
(Transition Period)
Year Ended December
(In thousands)
2019
2018
2017
2016
Net revenues
$
21,913

$
94,362

$
588,383

$
1,180,677

Cost of goods sold
14,706

48,946

349,382

691,715

Selling, general and administrative expenses
12,391

34,649

191,898

354,773

Impairment of goodwill


104,651


Interest expense, net


(27
)
(199
)
Other income, net
272


6

2

(Loss) income from discontinued operations before income taxes
(4,912
)
10,767

(57,569
)
133,992

Gain (loss) on the sale of discontinued operations before income taxes
4,589

(18,065
)
(34,019
)
(154,275
)
Total loss from discontinued operations before income taxes
(323
)
(7,298
)
(91,588
)
(20,283
)
Income tax benefit (expense) (a)
1,111

(1,073
)
(14,698
)
15,535

Income (loss) from discontinued operations, net of tax
$
788

$
(8,371
)
$
(106,286
)
$
(4,748
)

(a)
Income tax expense for the year ended December 2017 was impacted by $8.6 million of tax expense related to GAAP and tax basis differences for the LSG business. Additionally, the goodwill impairment charge and estimated loss on sale related to the Nautica brand business for the year ended December 2017 were nondeductible for income tax purposes.
The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented.
(In thousands)
March 2019
March 2018
December 2017
Cash
$

$
2,330

$
2,592

Accounts receivable, net

26,298

27,941

Inventories

55,610

43,297

Other current assets

1,247

2,497

Property, plant and equipment, net

15,021

14,914

Intangible assets

262,202

262,352

Goodwill

49,005

49,005

Other assets

3,961

3,631

Allowance to reduce assets to estimated fair value, less costs to sell

(42,094
)
(25,529
)
Total assets of discontinued operations
$

$
373,580

$
380,700

Accounts payable
$

$
11,619

$
16,993

Accrued liabilities

10,658

18,203

Other liabilities

11,912

12,011

Deferred income tax liabilities (a)

51,838

53,812

Total liabilities of discontinued operations
$

$
86,027

$
101,019

(a)
Deferred income tax balances reflect 雨噬岷殴's consolidated netting by jurisdiction.
The cash flows related to discontinued operations have not been segregated, and are included in the Consolidated Statements of Cash Flows. The following table summarizes depreciation and amortization, capital expenditures and the significant operating noncash items from discontinued operations for the years ended December 2017 and 2016:
Year Ended December
(In thousands)
2017
2016
Depreciation and amortization
$
14,023

$
27,360

Capital expenditures
2,592

4,795

Impairment of goodwill
104,651



Depreciation and amortization, capital expenditures and operating noncash items related to discontinued operations were not material for year ended March 2019 and the three months ended March 2018.
Other Divestitures

ReefBrand Business
During the three months ended September 29, 2018, the Company reached the decision to sell the Reef brand business, which was included in the Active segment.
雨噬岷殴 signed a definitive agreement for the sale of the Reef brand business on October 2, 2018, and completed the transaction on October 26, 2018. 雨噬岷殴 received cash proceeds of $139.4 million, and recorded a $14.4 million final loss on sale, which was included in the other income (expense), net line item in the Consolidated Statement of Income for the year ended March 2019.
Under the terms of the transition services agreement, the Company is providing certain support services for periods up to 21 months from the closing date of the transaction. Revenue and related expense items associated with the transition services and operating expense reimbursements are recorded in the Other category in the reconciliation of segment revenues and segment profit in Note 19.
Van Moer Business
During the three months ended September 29, 2018, the Company reached the decision to sell the Van Moer business, acquired with Williamson-Dickie, which was included in the Work segment.
雨噬岷殴 completed the sale of the Van Moer business on October 5, 2018, and received cash proceeds of 7.0 million ($8.1 million). 雨噬岷殴 recorded a $22.4 million final loss on sale, which was included in the other income (expense), net line item in the Consolidated Statement of Income for the year ended March 2019.
Spin-Off of Jeans Business

On August 13, 2018, 雨噬岷殴 announced its intention to spin-off its Jeans business, which will include the Wrangler, Lee and Rock & Republic brands, as well as the 雨噬岷殴 Outlet business, into an independent, publicly traded company. For the year ended March 2019, the Company incurred $131.7 million of separation and related expenses associated with the spin-off. Of these expenses, 雨噬岷殴 recognized $104.9 million in selling, general and administrative expenses and $26.8 million in cost of goods sold for the year ended March 2019. The spin-off was completed on May 22, 2019. Refer to Note 26 for additional information.