Annual report pursuant to Section 13 and 15(d)

DISCONTINUED OPERATIONS

v3.20.1
DISCONTINUED OPERATIONS
12 Months Ended
Feb. 01, 2020
DISCONTINUED OPERATIONS  
DISCONTINUED OPERATIONS

2. DISCONTINUED OPERATIONS

On August 16, 2019, we completed the sale of MWUK Limited, our UK corporate apparel operations conducted under the Dimensions, Alexandra, and Yaffy brand names to Project Dart Bidco Limited, pursuant to a Share Purchase Agreement entered into on August 16, 2019.  In addition, we also completed the sale of Twin Hill Acquisition Company, Inc. (“Twin Hill”), our U.S. corporate apparel operation, to TH Holdco Inc., pursuant to a Stock Purchase Agreement entered into on August 16, 2019.  The aggregate consideration for all of the outstanding equity of MWUK Limited and Twin Hill (collectively, the “corporate apparel business”) was approximately $62 million, subject to certain working capital adjustments. After consideration of working capital adjustments and other related items, we received $49.3 million in cash during the third quarter of 2019 and approximately $6.0 million will be received in the first quarter of fiscal 2020.  During the fourth quarter of 2019, we recorded an additional working capital adjustment totaling $0.6 million, which was paid in the first quarter of 2020.  Prior to its sale, the corporate apparel business was its own reportable segment.

We determined that the sale of the corporate apparel business represents a strategic shift that will have a major effect on our results of operations and, as a result, have reported the disposal as discontinued operations.  We have presented the results of the corporate apparel business including the loss on the sale of the corporate apparel business within loss from discontinued operations, net in the consolidated statement of (loss) earnings for all periods presented.  Certain costs previously allocated to the corporate apparel business for segment reporting purposes do not qualify for classification within discontinued operations and have been reallocated to continuing operations.  In addition, the goodwill impairment charge of $24.0 million recorded during the third quarter of 2018 and related to the corporate apparel business has been reclassified to discontinued operations.

Also, U.S. GAAP requires cumulative foreign currency translation adjustment balances to be released into earnings once the sale or liquidation of the net assets of a foreign entity occurs.  As we sold the operating entities associated with the corporate apparel business during the third quarter of 2019, we determined the cumulative foreign currency translation adjustment balance totaling $26.9 million should be released to earnings and classified within loss from discontinued operations.

The related assets and liabilities of the corporate apparel business are presented as current and non-current assets and liabilities of discontinued operations in the consolidated balance sheets as of February 2, 2019.  The following table provides details of the carrying amounts of major classes of assets and liabilities related to discontinued operations as of February 2, 2019 (in thousands):

February 2,

2019

ASSETS

Cash and cash equivalents

$

22,760

Accounts receivable, net

38,387

Inventories

106,340

Other current assets

3,889

Total current assets

171,376

Property and equipment, net

14,856

Other assets

10,215

Total assets

$

196,447

LIABILITIES

Accounts payable

$

24,204

Accrued expenses and other current liabilities

15,821

Total current liabilities

40,025

Other liabilities

5,477

Total liabilities

$

45,502

The following table provides details of the amounts reflected in (loss) earnings from discontinued operations, net of tax in the consolidated statements of (loss) earnings for fiscal 2019, 2018 and 2017 (in thousands):

Fiscal Year

    

2019

    

2018

    

2017

Net sales

$

117,444

$

235,391

$

251,325

Cost of sales

85,042

168,532

183,987

Selling, general and administrative expenses

30,049

56,491

54,018

Goodwill impairment charge

23,991

Interest expense, net

3

Loss on sale of corporate apparel business

83,513

Loss on release of cumulative foreign currency translation adjustment

26,885

(Loss) earnings from discontinued operations before taxes

(108,045)

(13,626)

13,320

Income tax (benefit) expense

(402)

1,730

3,634

(Loss) earnings from discontinued operations, net of tax

$

(107,643)

$

(15,356)

$

9,686

The cash flows related to discontinued operations have not been segregated, and are included in the consolidated statements of cash flows.  The following table provides selected information on cash flows related to discontinued operations for fiscal 2019, 2018 and 2017 (in thousands):

Fiscal Year

    

2019

    

2018

2017

Depreciation and amortization

$

3,102

$

6,501

$

6,197

Capital expenditures

2,691

3,744

3,663

Significant non-cash operating and investing items:

Goodwill impairment charge

23,991

Loss on divestiture of business

83,513

Loss on release of cumulative foreign currency translation adjustment

26,885

Receivable related to sale of corporate apparel business

$

6,048

$

$