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Goodwill & Other Intangible Assets
12 Months Ended
Feb. 28, 2014
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill & Other Intangible Assets
GOODWILL & OTHER INTANGIBLE ASSETS
A summary of the changes in goodwill during the years ended February 28, 2014 and February 22, 2013, by reportable segment, is as follows:
Goodwill
Americas
EMEA
Other
Total
Goodwill
$
92.4

 
$
259.9

 
$
116.8

 
$
469.1

 
Accumulated impairment losses
(1.7
)
 
(229.9
)
 
(60.9
)
 
(292.5
)
 
Balance as of February 24, 2012
$
90.7

 
$
30.0

 
$
55.9

 
$
176.6

 
Acquisitions (1)

 
4.4

 

 
4.4

 
Impairments (2)

 
(35.1
)
 
(24.8
)
 
(59.9
)
 
Currency translation adjustments
(0.3
)
 
0.7

 
(0.1
)
 
0.3

 
Goodwill
92.1

 
265.0

 
116.7

 
473.8

 
Accumulated impairment losses
(1.7
)
 
(265.0
)
 
(85.7
)
 
(352.4
)
 
Balance as of February 22, 2013
$
90.4

 
$

 
$
31.0

 
$
121.4

 
Impairments (3)

 

 
(12.3
)
 
(12.3
)
 
Currency translation adjustments
(0.8
)
 

 
(0.2
)
 
(1.0
)
 
Goodwill
91.3

 
265.0

 
116.5

 
472.8

 
Accumulated impairment losses
(1.7
)
 
(265.0
)
 
(98.0
)
 
(364.7
)
 
Balance as of February 28, 2014
$
89.6

 
$

 
$
18.5

 
$
108.1

 
________________________
(1)
In 2013, we made various immaterial acquisitions resulting in additions to goodwill in the EMEA segment.
(2)
In 2013, we recorded goodwill impairment charges in both our EMEA and Designtex reporting units. See further details below.
(3)
In 2014, we recorded goodwill impairment charges in our Asia Pacific reporting unit. See further details below.
Our goodwill impairment evaluation is a two step process. In step one, we compare the fair value of each reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value, goodwill is not impaired and no further testing is required. If the fair value of the reporting unit is less than the carrying value, we perform step two to measure the amount of impairment loss, if any. In step two, the reporting unit's fair value is allocated to all of the assets and liabilities of the reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment loss.
We estimated the fair value of our reporting units using the income approach, which calculates the fair value of each reporting unit based on the present value of its estimated future cash flows. Cash flow projections are based on management's estimates of revenue growth rates and operating margins, taking into consideration industry and market conditions. The discount rate used is based on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the business's ability to execute on the projected cash flows. The estimation of the fair value of our reporting units represents a Level 3 measurement.
In Q3 2014, we determined that it was more likely than not that the fair value of our Asia Pacific reporting unit (in the Other category) had fallen below its carrying value. The decline in the estimated fair value of the Asia Pacific reporting unit was driven in part by continued quarterly operating losses during 2014, which were substantially below previous expectations. These losses were primarily the result of lower than expected revenue in most markets, especially China, Australia and Japan. The sales shortfalls were partially due to the impact of weaker than expected economic conditions in the region. During Q3 2014, senior management completed a comprehensive review of the Asia Pacific business unit during a visit to the region, including an update of our near-term financial projections, taking into consideration current industry and market conditions and business model challenges facing the Asia Pacific business unit. As a result, we determined that lower levels of near-term revenue growth and profitability were more likely than not and thus, we completed an interim goodwill impairment evaluation for the Asia Pacific reporting unit. Based on the step one and step two analyses, we recorded a $12.3 goodwill impairment charge in Q3 2014, and there was no remaining net goodwill in the Asia Pacific reporting unit as of February 28, 2014. We tested the recoverability of the Asia Pacific long-lived assets (other than goodwill and intangible assets) and concluded that these assets were not impaired.
In Q4 2013, we completed our annual goodwill impairment analysis and concluded that the fair value of our EMEA reporting unit (in the EMEA segment) and the Designtex reporting unit (in the Other category) were below their respective carrying values. The decline in the estimated fair value of the EMEA reporting unit was driven in part by the operating loss we recorded in 2013. In addition, the near-term outlook for Western Europe remained heavily challenged by macroeconomic headwinds. Therefore, in Q4 2013, we determined that these factors were likely to negatively impact the level of near-term profitability we would expect to achieve with our current business model. The projections used in our impairment model reflected our assumptions regarding revenue growth rates, economic and market trends, cost structure and other expectations about the anticipated short-term and long-term operating results of the EMEA reporting unit. Based on the step one and step two analyses, we recorded a $35.1 goodwill impairment charge in 2013, and there was no remaining net goodwill in the EMEA reporting unit as of February 28, 2014 and February 22, 2013. Additionally, we tested the recoverability of the EMEA long-lived assets (other than goodwill) and concluded that these assets were not impaired.
The decline in the estimated fair value of the Designtex reporting unit was largely driven by lower than expected operating performance in 2013 and the significant future investment required to strengthen our product offering, marketing and overall brand image. The projections used in our impairment model reflected our assumptions regarding revenue growth rates, market trends, business mix, cost structure and other expectations about the anticipated short-term and long-term operating results of the Designtex reporting unit. The decline in the fair value of the Designtex reporting unit, as well as the allocation of fair value to unrecognized intangible assets in step two of the goodwill impairment test, resulted in an implied fair value of goodwill below the carrying value of the goodwill for the Designtex reporting unit. As a result, we recorded a goodwill impairment charge of $24.8, and the remaining net goodwill in the Designtex reporting unit was $10.7 as of February 28, 2014 and February 22, 2013.
Based on the results of the annual impairment tests, we concluded that no other goodwill impairment existed apart from the impairment charges discussed above. The excess of fair value over carrying value for each of our reporting units as of the annual testing date ranged from approximately 73% to approximately 189% of carrying value. We will continue to evaluate goodwill, on an annual basis in Q4, and whenever events or changes in circumstances, such as significant adverse changes in business climate or operating results, changes in management's business strategy or significant declines in our stock price, indicate that there may be a potential indicator of impairment.
As of February 28, 2014 and February 22, 2013, our other intangible assets and related accumulated amortization consisted of the following:
Other Intangible Assets
February 28, 2014
February 22, 2013
Weighted
Average
Useful Life
(Years)
Gross
Accumulated
Amortization
Net
Gross
Accumulated
Amortization
Net
Intangible assets subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Proprietary technology
9.7

 
$
22.8

 
$
20.8

 
$
2.0

 
$
22.8

 
$
19.7

 
$
3.1

 
Trademarks
10.0

 
10.7

 
10.7

 

 
13.3

 
13.3

 

 
Non-compete agreements
6.1

 
1.3

 
1.1

 
0.2

 
2.6

 
2.4

 
0.2

 
Other
5.2

 
11.0

 
9.2

 
1.8

 
14.5

 
11.2

 
3.3

 
 
 
 
45.8

 
41.8

 
4.0

 
53.2

 
46.6

 
6.6

 
Intangible assets not subject to amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trademarks
n/a

 
12.6

 

 
12.6

 
12.6

 

 
12.6

 
 
 
 
$
58.4

 
$
41.8

 
$
16.6

 
$
65.8

 
$
46.6

 
$
19.2

 

In 2014, we recorded a charge of $0.6 in Asia Pacific for impairment of other intangible assets. In 2013 and 2012, no intangible asset impairment charges were recorded.
We recorded amortization expense on intangible assets subject to amortization of $2.1 in 2014, $3.0 in 2013 and $3.0 for 2012. Based on the current amount of intangible assets subject to amortization, the estimated amortization expense for each of the following five years is as follows:
Year Ending in February
Amount
2015
$
1.7

2016
1.5

2017
0.6

2018
0.2

2019

 
$
4.0


Future events, such as acquisitions, dispositions or impairments, may cause these amounts to vary.