Goodwill and intangibles

In connection with the acquisition of R2Net on September 12, 2017, the Company recognized $299.1 million of goodwill, which is reported in the North America segment.

Goodwill and other indefinite-lived intangible assets, such as indefinite-lived trade names, are evaluated for impairment annually. Additionally, if events or conditions were to indicate the carrying value of a reporting unit or an indefinite-lived intangible asset may not be recoverable, the Company would evaluate the asset for impairment at that time. Impairment testing compares the carrying amount of the reporting unit or other intangible assets with its fair value. When the carrying amount of the reporting unit or other intangible assets exceeds its fair value, an impairment charge is recorded.

Due to a sustained decline in the Company’s market capitalization during the 13 weeks ended May 5, 2018, the Company determined a triggering event had occurred that required an interim impairment assessment for all of its reporting units and indefinite-lived intangible assets. As part of the assessment, it was determined that an increase in the discount rate applied in the valuation was required to align with market-based assumptions and company-specific risk. This higher discount rate, in conjunction with revised long-term projections associated with finalizing certain initial aspects of the Company’s Path to Brilliance transformation plan in the first quarter, resulted in lower than previously projected long-term future cash flows for the reporting units which negatively affected the valuation compared to previous valuations. As a result of the interim impairment assessment, the Company recognized pre-tax impairment charges totaling $448.7 million in the 13 weeks ended May 5, 2018.

Due to a continued decline in the Company’s market capitalization during the 13 weeks ended February 2, 2019, the Company determined a triggering event had occurred that required additional interim impairment assessments for its’ reporting units and indefinite-lived intangible assets. The Company recognized additional pre-tax impairment charges totaling $286.7 million during the 13 weeks ended February 2, 2019 primarily related to revised long-term projections and a higher discount rate associated with James Allen.

Goodwill

Using a combination of discounted cash flow and guideline public company methodologies, the Company compared the fair value of each of its reporting units with their carrying value and concluded that a deficit existed. Accordingly, in the 13 weeks ended May 5, 2018, the Company recognized pre-tax impairment charges in operations of $308.8 million within its’ North America segment. Due to the second triggering event in the 13 weeks ended February 2, 2019 and using similar methodologies as the initial impairment assessment, the Company recognized additional pre-tax impairment charges in operations of $208.8 million and $3.6 million within its’ North America and Other segments, respectively.

The following table summarizes the Company’s goodwill by reportable segment:



(in millions)	North America			Other			Total
Balance at January 28, 2017	$	514.0		$	3.6		$	517.6
Acquisitions	301.7			—			301.7
Impact of foreign exchange	2.4			—			2.4
Balance at February 3, 2018	$	818.1		$	3.6		$	821.7
Impairment	(517.6		)	(3.6		)	(521.2		)
Impact of foreign exchange and other adjustments⁽¹⁾	(3.9		)	—			(3.9		)
Balance at February 2, 2019	$	296.6		$	—		$	296.6


(1)	During Fiscal 2019, other adjustments include a purchase price accounting adjustment of $2.6 million related to a revised valuation of acquired intangible assets from the R2Net acquisition. Refer to Note 5 for additional details.

There were no goodwill impairment losses recognized during Fiscal 2018. If future economic conditions are different than those projected by management, future impairment charges may be required.

Intangibles

Definite-lived intangible assets include trade names and favorable lease agreements. Indefinite-lived intangible assets include trade names. Both definite and indefinite-lived assets are recorded within intangible assets, net on the consolidated balance sheets. Intangible liabilities, net is comprised of unfavorable lease agreements and contracts and is recorded within other liabilities on the consolidated balance sheets.

In conjunction with the interim goodwill impairment tests, the Company reviewed its indefinite-lived intangible assets for potential impairment by calculating the fair values of the assets using the relief from royalty method and comparing the fair value to their respective carrying amounts. The interim impairment test resulted in the determination that the fair values of indefinite-lived intangible assets related to certain Zales trade names were less than their carrying value. Accordingly, in the 13 weeks ended May 5, 2018, the Company recognized pre-tax impairment charges in operations of $139.9 million within its’ North America segment. Additionally, in conjunction with the interim goodwill impairment tests associated with the second triggering event in the fourth quarter Fiscal 2019, the Company determined that the fair values of indefinite-lived intangible assets related to trade names, primarily James Allen, were less than their carrying value. Accordingly, in the 13 weeks ended February 2, 2019, the Company recognized pre-tax impairment charges in operations of $74.3 million within its’ North America segment.

There were no indefinite-lived intangible assets impairment losses recognized during Fiscal 2018. If future economic conditions are different than those projected by management, future impairment charges may be required.

The following table provides additional detail regarding the composition of intangible assets and liabilities:



	February 2, 2019												February 3, 2018
(in millions)	Gross carrying amount			Accumulated amortization			Accumulated impairment loss			Net carrying amount			Gross carrying amount			Accumulated amortization			Net carrying amount
Intangible assets, net:
Definite-lived intangible assets	$	53.3		$	(50.1	)	$	—		$	3.2		$	49.8		$	(46.7	)	$	3.1
Indefinite-lived intangible assets	475.9			—			(214.1		)	261.8			478.4			—			478.4
Total intangible assets, net	$	529.2		$	(50.1	)	$	(214.1	)	$	265.0		$	528.2		$	(46.7	)	$	481.5

Intangible liabilities, net	$	(113.9	)	$	92.5		$	—		$	(21.4	)	$	(114.5	)	$	85.2		$	(29.3	)

Amortization expense relating to intangible assets was $4.0 million in Fiscal 2019 (Fiscal 2018: $9.3 million; Fiscal 2017: $13.8 million). The unfavorable leases and unfavorable contracts are classified as liabilities and recognized over the term of the underlying lease or contract. Amortization relating to intangible liabilities was $7.9 million in Fiscal 2019 (Fiscal 2018: $13.0 million; Fiscal 2017: $19.7 million). Expected future amortization for intangible assets and future amortization for intangible liabilities recorded at February 2, 2019 follows:



(in millions)	Intangible assets, net amortization		Intangible liabilities amortization
Fiscal 2020	$	0.9	$	(5.5	)
Fiscal 2021	0.9		(5.4		)
Fiscal 2022	0.8		(5.4		)
Fiscal 2023	0.6		(5.1		)
Total	$	3.2	$	(21.4	)