Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Sequential Brands Group, Inc. | |
Entity Central Index Key | 1,648,428 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | sqbg | |
Entity Common Stock, Shares Outstanding | 63,107,392 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash | $ 19,734,000 | $ 19,133,000 |
Restricted cash | 1,521,000 | 1,521,000 |
Accounts receivable, net | 49,231,000 | 53,195,000 |
Available-for-sale securities | 7,673,000 | |
Prepaid expenses and other current assets | 4,223,000 | 4,366,000 |
Total current assets | 74,709,000 | 85,888,000 |
Property and equipment, net | 6,579,000 | 7,674,000 |
Intangible assets, net | 1,033,503,000 | 1,030,212,000 |
Goodwill | 304,123,000 | 307,744,000 |
Other assets | 3,328,000 | 3,345,000 |
Total assets | 1,422,242,000 | 1,434,863,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 15,014,000 | 18,915,000 |
Current portion of long-term debt | 28,300,000 | 28,300,000 |
Current portion of deferred revenue | 7,933,000 | 10,374,000 |
Total current liabilities | 51,247,000 | 57,589,000 |
Long-term debt, net of current portion | 604,559,000 | 616,735,000 |
Long-term deferred revenue, net of current portion | 12,083,000 | 13,909,000 |
Deferred tax liability | 203,967,000 | 200,357,000 |
Other long-term liabilities | 8,098,000 | 8,705,000 |
Total liabilities | 879,954,000 | 897,295,000 |
Commitments and Contingencies | ||
Equity: | ||
Preferred stock Series A, $0.01 par value; 10,000,000 shares authorized; none issued and | ||
Common stock, $0.01 par value; 150,000,000 shares authorized; 63,492,719 and 62,602,041 | 633,000 | 624,000 |
Additional paid-in capital | 507,555,000 | 502,564,000 |
Accumulated other comprehensive loss | (555,000) | (144,000) |
Accumulated deficit | (38,301,000) | (39,651,000) |
Treasury stock, at cost; 385,327 and 97,686 shares at June 30, 2017 and December 31, 2016, respectively | (1,702,000) | (638,000) |
Total Sequential Brands Group, Inc. and Subsidiaries stockholders’ equity | 467,630,000 | 462,755,000 |
Noncontrolling interest | 74,658,000 | 74,813,000 |
Total equity | 542,288,000 | 537,568,000 |
Total liabilities and equity | $ 1,422,242,000 | $ 1,434,863,000 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Preferred stock Series A, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock Series A, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock Series A, shares issued | 0 | 0 |
Preferred stock Series A, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 63,492,719 | 62,602,041 |
Common stock, shares outstanding | 63,107,392 | 62,504,355 |
Treasury stock, shares | 385,327 | 97,686 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
Net revenue | $ 42,144 | $ 34,154 | $ 81,544 | $ 68,162 |
Operating expenses | 17,900 | 20,920 | 41,308 | 42,897 |
Income from operations | 24,244 | 13,234 | 40,236 | 25,265 |
Other expense (income) | 1,801 | 1,767 | (93) | |
Interest expense, net | 14,877 | 10,599 | 29,363 | 21,289 |
Income before income taxes | 7,566 | 2,635 | 9,106 | 4,069 |
Provision for income taxes | 3,115 | 1,019 | 3,700 | 1,418 |
Net income | 4,451 | 1,616 | 5,406 | 2,651 |
Net income attributable to noncontrolling interest | (1,921) | (1,681) | (4,056) | (3,792) |
Net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries | $ 2,530 | $ (65) | $ 1,350 | $ (1,141) |
Earnings (loss) per share attributable to Sequential Brands Group, Inc. and Subsidiaries: | ||||
Basic | $ 0.04 | $ 0 | $ 0.02 | $ (0.02) |
Diluted | $ 0.04 | $ 0 | $ 0.02 | $ (0.02) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 62,925,565 | 62,062,714 | 62,693,925 | 61,636,291 |
Diluted (in shares) | 62,980,508 | 62,062,714 | 62,911,394 | 61,636,291 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY - USD ($) | Total Sequential Brands Group, Inc. and Subsidiaries Stockholders' Equity | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Treasury stock | $ (638,000) | $ (638,000) | ||||||
Treasury stock, shares | (97,686) | (97,686) | ||||||
Balance at Dec. 31, 2016 | $ 462,755,000 | $ 624,000 | $ 502,564,000 | $ (144,000) | $ (39,651,000) | $ 74,813,000 | $ 537,568,000 | |
Balance (in shares) at Dec. 31, 2016 | 62,602,041 | |||||||
Stock-based compensation | 5,020,000 | $ 9,000 | 5,011,000 | 5,020,000 | ||||
Stock-based compensation (in shares) | 890,678 | |||||||
Stock registration costs | (20,000) | (20,000) | (20,000) | |||||
Unrealized gain on interest rate cap | (411,000) | (411,000) | (411,000) | |||||
Repurchase of common stock | (1,064,000) | $ (1,064,000) | (1,064,000) | |||||
Repurchase of common stock (in shares) | (287,641) | |||||||
Noncontrolling interest distribution | (4,211,000) | (4,211,000) | ||||||
Net income attributable to noncontrolling interest | 4,056,000 | 4,056,000 | ||||||
Net income attributable to common stockholders | 1,350,000 | 1,350,000 | 1,350,000 | |||||
Balance at Jun. 30, 2017 | $ 467,630,000 | $ 633,000 | $ 507,555,000 | $ (555,000) | $ (38,301,000) | $ 74,658,000 | 542,288,000 | |
Balance (in shares) at Jun. 30, 2017 | 63,492,719 | |||||||
Treasury stock | $ (1,702,000) | $ (1,702,000) | ||||||
Treasury stock, shares | (385,327) | (385,327) |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows From Operating Activities | ||
Net income | $ 5,406,000 | $ 2,651,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for bad debts | 121,000 | 275,000 |
Depreciation and amortization | 2,415,000 | 2,209,000 |
Stock-based compensation | 5,020,000 | 3,493,000 |
Amortization of deferred financing costs | 1,974,000 | 865,000 |
Income from equity method investment | (31,000) | |
Loss on disposal of fixed assets | 2,000 | 501,000 |
Realized loss on sale of available-for-sale securities | 1,916,000 | |
Deferred income taxes | 3,610,000 | 1,316,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 3,843,000 | 7,413,000 |
Prepaid expenses and other assets | (167,000) | 515,000 |
Accounts payable and accrued expenses | (4,569,000) | (6,435,000) |
Deferred revenue | (4,267,000) | (833,000) |
Other liabilities | 768,000 | (363,000) |
Cash Provided By Operating Activities From Continuing Operations | 16,041,000 | 11,607,000 |
Cash Used In Operating Activities From Discontinued Operations | (8,000) | |
Cash Provided By Operating Activities | 16,041,000 | 11,599,000 |
Cash Flows From Investing Activities | ||
Investments in intangible assets, including registration and renewal costs | (215,000) | (197,000) |
Proceeds from sale of available-for-sale securities | 5,757,000 | |
Purchases of property and equipment | (239,000) | (1,301,000) |
Proceeds from sale of property and equipment | 2,000 | 45,000 |
Changes in restricted cash | (990,000) | |
Cash Provided By (Used In) Investing Activities | 5,305,000 | (2,443,000) |
Cash Flows From Financing Activities | ||
Stock registration costs | (20,000) | |
Payment of long-term debt | (14,150,000) | (9,000,000) |
Guaranteed payments in connection with acquisitions | (1,300,000) | (900,000) |
Repurchases of common stock | (1,064,000) | (501,000) |
Noncontrolling interest distributions | (4,211,000) | (3,664,000) |
Cash Used In Financing Activities | (20,745,000) | (14,065,000) |
Net Increase (Decrease) In Cash | 601,000 | (4,909,000) |
Cash — Beginning of period | 19,133,000 | 41,560,000 |
Cash — End of period | 19,734,000 | 36,651,000 |
Supplemental Disclosures Of Cash Flow Information | ||
Cash paid for: Interest | 27,281,000 | 20,196,000 |
Cash paid for: Taxes | 90,000 | 81,000 |
Non-cash Investing And Financing Activities | ||
Accrued purchases of property and equipment at period end | 593,000 | |
Unrealized (loss) gain on available-for-sale securities during the period | $ (58,000) | |
Unrealized gain on interest rate cap during the period | $ (411,000) |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | 1. Organization and Nature of Operations Overview Sequential Brands Group, Inc. (the “Company”) owns a portfolio of consumer brands in the fashion, active and home categories. The Company aims to maximize the strategic value of its brands by promoting, marketing and licensing its global brands through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope of and diversify its portfolio of brands. The Company licenses brands to both wholesale and direct-to-retail licensees. In a wholesale license, a wholesale supplier is granted rights (typically on an exclusive basis) to a single or small group of related product categories for a particular brand for sale to multiple accounts within an approved channel of distribution and territory. In a direct-to-retail license, a single retailer is granted the right (typically on an exclusive basis) to sell branded products in a broad range of product categories through its brick and mortar stores and e-commerce sites. As of June 30, 2017 , the Company had more than one-hundred fifty licensees, with wholesale licensees comprising a significant majority. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the Company’s opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC on March 14, 2017, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2016, 2015 and 2014. The financial information as of December 31, 2016 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The interim results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. Revenue Recognition The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments and advertising/marketing fees with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments and advertising/marketing revenue are recognized on a straight-line basis over the term of each contract year, as defined in each license agreement. Royalty payments exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding to the licensee’s sales. Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is reasonably assured. If license agreements are terminated prior to the original licensing period, the Company recognizes revenue in the amount of any contractual termination fees, unless such amounts are deemed non-recoverable. With respect to editorial content for books, the Company receives advance payments from the Company’s publishers and recognizes revenue when manuscripts are delivered to and accepted by the publishers. Revenue is also earned from book publishing when sales on a unit basis exceed the advanced royalty. Television sponsorship revenues are generally recorded ratably across the period when new episodes initially air. Restricted Cash Restricted cash consists of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities. Accounts Receivable Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $ 0.3 million and $0.2 million as of June 30, 2017 and December 31, 2016 . The Company’s accounts receivable, net amounted to $49.2 million and $53.2 million as of June 30, 2017 and December 31, 2016 , respectively. Three licensees accounted for approximately 49% ( 21% , 14% and 14% ) of the Company’s total consolidated accounts receivable balance as of June 30, 2017 and four licensees accounted for approximately 49% ( 14% , 13% , 12% and 10% ) of the Company’s total consolidated accounts receivable balance as of December 31, 2016 . The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience. Investments The Company had marketable securities that were classified as available-for-sale securities under ASC 320, Investments – Debt and Equity Securities . Such available-for-sale securities are reported at fair value in the condensed consolidated balance sheets and, at the time of purchase, were reported in the unaudited condensed consolidated statements of cash flows as an investing activity. The Company reviews its available-for-sale securities at each reporting period to determine whether a decline in fair value is other-than-temporary. Any decline in fair value that is determined to be other-than-temporary would result in an adjustment for an impairment charge in the accompanying unaudited condensed consolidated statements of operations. The primary factors the Company considers in its determination are (i) the length of time that the fair value of the available-for-sale security is below the Company’s carrying value, (ii) the financial condition and operating performance of the available-for-sale security, (iii) the reason for decline in fair value and (iv) the Company’s intent and ability to hold the investment in available-for-sale security for a period of time sufficient to allow for a recovery in fair value. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific-identification basis. The unrealized gains and losses on the available-for-sale securities held by the Company as of December 31, 2016 is set forth below. December 31, 2016 Gross Unrealized Historical Cost Cost Basis (1) Estimated Fair Value Gains Losses (in thousands) Available-for-sale securities $ 12,048 $ 7,673 $ 7,673 $ - $ - (1) The cost basis is historical cost less other-than-temporary impairment. During the three and six months ended June 30, 2017, the Company sold its available-for-sale securities for $5.8 million. The book cost basis of the available-for-sale securities was $7.7 million, which was determined using the specific identification method. The sale resulted in a net realized loss of $1.9 million, which is recorded in other expense ( income ) in the unaudited condensed consolidated statement s of operations. Included in the $1.9 million is $1.5 million that was reclassified from accumulated other comprehensive loss during the three months ended June 30, 2017. Equity Method Investment For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC, which is included in other assets in the condensed consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the three and six months ended June 30, 2017, is included in other expense ( income ) in the unaudited condensed consolidated statements of operations. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary. Goodwill and Intangible Assets Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors considered include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, it then performs a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. The quantitative goodwill impairment test compare s the estimated fair value of a reporting unit with its carrying value. The Company has determined that it has a single reporting unit and considers its market capitalization (calculated as total common shares outstanding multiplied by the common equity price per share, as adjusted for a control premium factor) to represent its estimated fair value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If, however, the estimated fair value of the reporting unit is less than its carrying amount, the Company will recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. Intangible assets represent trademarks, customer agreements and patents related to the Company’s brands and a favorable lease. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. The carrying value of intangible assets and other finite-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that indicate that the carrying amount of the indefinite-lived intangible asset may not be recoverable. When conducting its impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, the Company then tests the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its future undiscounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverability of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Treasury Stock Treasury stock is recorded at cost as a reduction of equity in the condensed consolidated balance sheets. Stock-Based Compensation Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock and restricted stock units, for which restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized on a straight-line basis over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total shares of common stock outstanding upon the lapse of applicable restrictions. For restricted stock, for which restrictions are based on performance measures (“performance stock units” or “PSUs”), restrictions lapse when those performance measures have been deemed achieved. Compensation cost for PSUs is recognized on a straight-line basis during the period from the date on which the likelihood of the PSUs being earned is deemed probable and (x) the end of the fiscal year during which such PSUs are expected to vest or (y) the date on which awards of such PSUs may be approved by the compensation committee of the Company’s board of directors (the “Compensation Committee”) on a discretionary basis, as applicable. PSUs are included in total shares of common stock outstanding upon the lapse of applicable restrictions. PSUs are included in total diluted shares of common stock outstanding when the performance measures have been deemed achieved but the PSUs have not yet been issued. Fair value cost for stock options and warrants is calculated using the Black-Scholes valuation model and is expensed on a straight-line basis over the requisite service period of the grant. The Company elected to early adopt the provisions of ASU 2016-09 “Simplifying the Accounting for Share-Based Payments” (“ASU 2016-09”) and reduces compensation cost for actual forfeitures as they occur. Prior to the adoption to ASU 2016-09, the Company’s estimated forfeiture rate utilized in calculating compensation cost was zero percent based on the Company’s limited historical forfeiture experience. At each subsequent reporting period prior to the lapse of restrictions on warrants, time-based restricted stock and PSUs granted to non-employees, the Company remeasures the aggregate compensation cost of such grants using the Company’s fair value at the end of such reporting period and revises the straight-line recognition of compensation cost in line with such remeasured amount. Leases The Company leases certain properties for office and showroom. Certain of the Company's lease agreements contain rent escalation clauses, free rent periods and tenant inducement payments. Rent expense for noncancelable operating leases with scheduled rent increases is recognized on a straight-line basis over the expected lease term. The difference between straight-line rent expense and the scheduled payment amounts is recorded as a deferred rent asset or liability. Income Taxes Current income taxes are based on the respective periods’ taxable income for federal, foreign and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using statutory tax rates in effect for the year in which the differences are expected to reverse. In accordance with ASU No. 2015-17 “Balance Sheet Classification of Deferred Taxes,” all deferred income taxes are reported and classified as non-current. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the Financial Accounting Standards Board (“FASB”) guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2013 through December 31, 2016. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. The shares used to calculate basic and diluted EPS consist of the following: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Basic weighted-average common shares outstanding 62,925,565 62,062,714 62,693,925 61,636,291 Acquisition hold back shares - - - - Warrants - - - - Stock options - - - - Performance based restricted stock - - 131,253 - Unvested restricted stock 54,943 - 86,216 - Diluted weighted-average common shares outstanding 62,980,508 62,062,714 62,911,394 61,636,291 The computation of diluted EPS for the three and six months ended June 30, 2017 and 2016 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Acquisition hold back shares - - - 347,527 Warrants 801,760 349,493 801,760 344,410 Stock options 84,000 15,459 84,000 13,899 Performance based restricted stock - 408,555 - 408,555 Unvested restricted stock 519,489 129,153 419,489 103,676 Total 1,405,249 902,660 1,305,249 1,218,067 Concentration of Credit Risk Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash, accounts receivable and available-for-sale securities. Cash is held to meet working capital needs and future acquisitions. Restricted cash is pledged as collateral for a comparable amount of irrevocable standby letters of credit for certain of the Company’s leased properties. Substantially all of the Company’s cash, restricted cash and available-for-sale securities, prior to being sold, are deposited with high quality financial institutions. At times, however, such cash, restricted cash and available-for-sale securities may be in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses in such accounts as of June 30, 2017 . Concentration of credit risk with respect to accounts receivable is minimal due to the collection history. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable. Customer Concentrations The Company recorded net revenues of $42.1 million and $34.2 million during the three months ended June 30, 2017 and 2016 , respectively. During the three months ended June 30, 2017 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. During the three months ended June 30, 2016 , two licensees represented at least 10% of net revenue, accounting for 13% and 11% of the Company’s net revenue. The Company recorded net revenues of $81.5 million and $68.2 million during the six months ended June 30, 2017 and 2016 , respectively. During the six months ended June 30, 2017 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. During the six months ended June 30, 2016 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred. Contingent Consideration The Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the acquiree or assets of the acquiree in a business combination. The contingent consideration is classified as either a liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity . If classified as a liability, the liability is remeasured to fair value at each subsequent reporting date until the contingency is settled. Increases in fair value are recorded as losses, while decreases are recorded as gains. If classified as equity, contingent consideration is not remeasured and subsequent settlement is accounted for within equity. Noncontrolling Interest Noncontrolling interest recorded for the three and six months ended June 30, 2017 represents income allocations to Elan Polo International, Inc., a member of DVS Footwear International, LLC and With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). Noncontrolling interest recorded for the three and six months ended June 30, 2016 represents income allocations to Elan Polo International, Inc., With You, Inc. and JALP, LLC (“JALP”), a member of FUL IP Holdings, LLC (“FUL IP”). Reportable Segment An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign operations or any assets in foreign locations. Nearly all of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with an immaterial portion of revenues derived from television, book, café operations and certain commissions. |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Measurement of Financial Instruments [Abstract] | |
Fair Value Measurement of Financial Instruments | 3. Fair Value Measurement of Financial Instruments ASC 820-10, Fair Value Measurements and Disclosures (“ASC 820-10”), defines fair value, establishes a framework for measuring fair value in GAAP and provides for expanded disclosure about fair value measurements. ASC 820-10 applies to all other accounting pronouncements that require or permit fair value measurements. The Company determines or calculates the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments while estimating for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flows. Assets and liabilities typically recorded at fair value on a non-recurring basis to which ASC 820-10 applies include: • non-financial assets and liabilities initially measured at fair value in an acquisition or business combination, and • long-lived assets measured at fair value due to an impairment assessment under ASC 360-10-15, Impairment or Disposal of Long-Lived Assets . This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820-10 requires that assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories: • Level 1 - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. • Level 2 - inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals. • Level 3 - inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 classification. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company classifies such financial assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. As of June 30, 2017 and December 31, 2016 , there were no assets or liabilities that are required to be measured at fair value on a recurring basis, except for available-for-sale securities, interest rate cap, contingent earn outs relating to the Linens ‘N Things brand (the “LNT Contingent Earn Out”) and Legacy Payments (as defined below) to Ms. Martha Stewart . The following table sets forth the carrying value and the fair value of the Company’s financial assets and liabilities required to be disclosed at June 30, 2017 and December 31, 2016 : Carrying Value Fair Value Financial Instrument Level 6/30/2017 12/31/2016 6/30/2017 12/31/2016 (in thousands) Available-for-sale securities 1 $ - $ 7,673 $ - $ 7,673 Interest rate cap 2 $ 1,246 $ 1,248 $ 691 $ 1,104 2016 Term Loans 3 $ 568,350 $ 582,500 $ 558,828 $ 551,324 2016 Revolving Loan 3 $ 80,500 $ 80,500 $ 80,156 $ 60,755 LNT Contingent Earn Out 3 $ - $ - $ - $ - Legacy Payments 3 $ 2,114 $ 1,995 $ 2,114 $ 1,995 The carrying amounts of the Company’s cash, restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term maturities. The Company records its available-for-sale securities on the condensed consolidated balance sheets at fair value using Level 1 inputs at December 31, 2016. The fair value of the Company’s available-for-sale securities was based upon quoted market prices for identical assets in active markets. During 2016, the Company entered into interest rate cap agreements related to its 1-month London Interbank Offered Rate (“LIBOR”) rates related to the Company’s loan agreements (the “2016 Cap Agreements”) with certain financial institutions. The 2016 Cap Agreements have a $500 million notional value, strike rate of 1.50% and mature on November 23, 2018 . The Company recorded its interest rate caps on the condensed consolidated balance sheets at fair value using Level 2 inputs. The valuation technique used to determine the fair value of the 2016 Cap Agreements approximated the net present value of future cash flows, taking into account current interest rates. The Company’s risk management objective and strategy with respect to the 2016 Cap Agreements is to reduce its exposure to variability in expected future cash outflows (forecasted interest payments) attributable to change s in 1-month LIBOR rates, the designated benchmark interest rate being hedged, relating to a portion of its outstanding floating-rate debt. The 2016 Cap Agreements protect the Company from increases in hedged cash flows on its floating-rate debt attributable to changes in 1-month LIBOR rates above the strike rate. Should 1-month LIBOR rates exceed 1.50% on a rate reset date during the terms of the 2016 Cap Agreements, the financial institutions will pay the Company for an amount equivalent to the excess interest over the strike rate. To the extent the hedging relationship is perfectly effective, changes in the fair value of the hedging instrument each period will be deferred in accumulated other comprehensive loss in the statement of changes in equity, and the upfront hedging instrument purchase price will be reclassified to interest expense, net in the unaudited condensed consolidated statements of operations according to its caplet values. If hedge ineffectiveness exists, accumulated other comprehensive loss will be adjusted to a balance that reflects the lesser of either the cumulative change in the fair value of the hedging or the cumulative change in the fair value of the hypothetically “perfect” derivative. The amount of ineffectiveness, if any, recorded in earnings would be equal to the excess of the cumulative change in the fair value of the hedging instrument over the cumulative change in the fair value of the hypothetical derivative. The components of the 2016 Cap Agreements as of June 30, 2017 are as follows: Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 500,000 $ - $ 555 For purposes of this fair value disclosure, the Company based its fair value estimate for the 2016 Term Loans and 2016 Revolving Loan (each, as defined in Note 7) on its internal valuation whereby the Company applied the discounted cash flow method to its expected cash flow payments due under the loan agreements based on interest rate s as of June 30, 2017 and December 31, 2016 for debt with similar risk characteristics and maturities. On the date of the acquisition of Galaxy Brand Holdings, Inc., no value was assigned to the LNT Contingent Earn Out based on the remote probability that the Linens ‘N Things brand will achieve the performance measurements. At June 30, 2017 and December 31, 2016 , the LNT Contingent Earn Out had no value. The Company continues to evaluate these performance measurements at each reporting period and determines their fair values if/when the achievement of the performance measurements becomes probable. In connection with the acquisition of Martha Stewart Living Omnimedia (“MSLO”), beginning with calendar years commencing on or after January 1, 2026, the Company will pay Ms. Stewart three and one-half percent ( 3.5% ) of Gross Licensing Revenues (as defined in Ms. Stewart’s employment agreement) for each such calendar year for the remainder of Ms. Stewart’s life (with a minimum of five ( 5 ) years of payments, to be made to Ms. Stewart’s estate if Ms. Stewart dies before December 31, 2030) (the “Legacy Payments”). The Company recorded $0.1 million of accretion during each of the three and six months ended June 30, 2017 and 2016 related to the Legacy Payments and recorded the expense within interest expense, net in the unaudited condensed consolidated statements of operations. |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Acquisition [Abstract] | |
Acquisition | 4. Acquisition Acquisition of Gaiam Brand Holdco, LLC On July 1, 2016 , the Company, together with its wholly-owned subsidiary, SBG-Gaiam Holdings LLC (formerly known as Stretch & Bend Holdings LLC), a Delaware limited liability company (“SBG-Gaiam” or the “Purchaser”) completed the acquisition pursuant to the terms of the Membership Interest Purchase Agreement (the “MIPA”) with GAIAM, Inc., a Colorado corporation (“Seller”) pursuant to which Purchaser agreed to acquire the branded consumer business of Seller for a total purchase price of $145.7 million in cash. As part of the transaction, SBG-Gaiam acquired Seller’s yoga, fitness and wellness product business, which include the GAIAM and SPRI brands. In tandem with the transaction, the Company signed long-term licensing agreements for the brands’ core categories, which became effective upon closing. As part of the MIPA, the Company paid $1.9 million to Seller for severance related charges to employees of GAIAM, Inc. Also as part of the MIPA, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd, which is recorded under the equity method of accounting. The acquisition was accounted for under the acquisition method of accounting. Accordingly, the acquired assets were recorded at their estimated fair values, and operating results for the GAIAM and SPRI brands are included in the Company’s condensed consolidated financial statements from the effective date of the acquisition, July 1, 2016. The Company made the following updates to the purchase price during the three and six months ended June 30, 2017 in connection with finalizing the valuation of the Gaiam Brand Holdco, LLC acquisition (in thousands): Allocated to: Goodwill $ (3,621) Trademarks 3,568 Equity method investment 53 $ -- The final allocation of the purchase price is summarized as follows (in thousands): Purchase Price Allocation - Gaiam Brand Holdco, LLC Total consideration paid $ 147,587 Allocated to: Trademarks $ 145,923 Goodwill 1,084 Equity method investment 757 Customer agreements 23 Accrued expenses (200) $ 147,587 The Company and Gaiam Brand Holdco, LLC elected to treat the acquisition as an asset acquisition under section 338(h)(10) of the United States Internal Revenue Service tax code. As such, the Company is not required to record a deferred tax liability in connection with the acquisition. Goodwill arising from the acquisition mainly consists of the synergies of an ongoing licensing and brand management business. Trademarks have been determined by management to have an indefinite useful life and, accordingly, no amortization is recorded in the Company’s unaudited condensed consolidated statements of operations. Goodwill and trademarks are tested for impairment on an annual basis or sooner if an event occurs or circumstances change that indicate that the carrying amount of the goodwill or trademarks may not be recoverable. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill [Abstract] | |
Goodwill | 5 . Goodwill The changes in goodwill are summarized as follows: June 30, December 31, 2017 2016 (in thousands) Balance at January 1 $ 307,744 $ 314,288 Adjustment for acquisition of Martha Stewart Living Omnimedia, Inc. - (11,249) (Adjustment for) and acquisition of Gaiam Brand Holdco, LLC (3,621) 4,705 Ending balance $ 304,123 $ 307,744 Goodwill represents the excess of the purchase price over the fair value of net assets acquired under the acquisition method of accounting. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors considered include, for example, macroeconomic and industry conditions, overall financial performance and other relevant entity-specific events. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, it then performs a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. The quantitative goodwill impairment test compare s the estimated fair value of a reporting unit with its carrying value. The Company has determined that it has a single reporting unit and considers its market capitalization (calculated as total common shares outstanding multiplied by the common equity price per share, as adjusted for a control premium factor) to represent its estimated fair value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If, however, the estimated fair value of the reporting unit is less than its carrying amount, the Company will recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. No events or circumstances have been identified to indicate an impairment has occurred subsequent to the Company’s October 1, 2016 impairment testing. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Intangible Assets [Abstract] | |
Intangible Assets | 6 . Intangible Assets Intangible assets are summarized as follows: June 30, 2017 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Finite-lived intangible assets: Trademarks 15 $ 4,994 $ (1,724) $ 3,270 Customer agreements 4 2,832 (2,030) 802 Favorable lease 2 537 (537) - Patents 10 665 (264) 401 $ 9,028 $ (4,555) 4,473 Indefinite-lived intangible assets: Trademarks 1,029,030 Intangible assets, net $ 1,033,503 December 31, 2016 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Finite-lived intangible assets: Trademarks 15 $ 4,981 $ (1,558) $ 3,423 Customer agreements 4 2,832 (1,738) 1,094 Favorable lease 2 537 (537) - Patents 10 665 (230) 435 $ 9,015 $ (4,063) 4,952 Indefinite-lived intangible assets: Trademarks 1,025,260 Intangible assets, net $ 1,030,212 Estimated future annual amortization expense for intangible assets in service as of June 30, 2017 is summarized as follows: Years ending December 31, (in thousands) Remainder of 2017 $ 423 2018 783 2019 592 2020 402 2021 399 Thereafter 1,874 $ 4,473 Amortization expense amounted to $0.2 million and $0.4 million for the three months ended June 30, 2017 and 2016 . Amortization expense amounted to $0.5 million and $0.7 million for the six months ended June 30, 2017 and 2016 . Finite-lived intangible assets represent trademarks, customer agreements and patents related to the Company’s brands and a favorable lease. Finite-lived assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. The carrying value of finite-lived intangible assets and other long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Historically, indefinite-lived intangible assets have been tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that indicate that the carrying amount of the indefinite-lived intangible asset may not be recoverable. When conducting its impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, the Company then tests the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its expected future undiscounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverability of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. No events or circumstances have been identified to indicate an impairment has ocurred subsequent to the Company’s October 1, 2016 impairment testing. |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Long-Term Debt | 7 . Long-Term Debt The components of long-term debt are as follows: June 30, December 31, 2017 2016 (in thousands) 2016 Term Loans $ 568,350 $ 582,500 2016 Revolving Loan 80,500 80,500 Unamortized deferred financing costs (15,991) (17,965) Total long-term debt, net of unamortized deferred financing costs 632,859 645,035 Less: current portion of long-term debt 28,300 28,300 Long-term debt $ 604,559 $ 616,735 July 2016 Debt Facilities On July 1, 2016 (the “Closing Date”), the Company and certain of its subsidiaries entered into (i) the Third Amended and Restated First Lien Credit Agreement (the “Amended BoA Credit Agreement ”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto and (ii) the Third Amended and Restated Credit Agreement (the “Amended GSO Credit Agreement ”) with Wilmington Trust, National Association, as administrative agent and collateral agent (the “GSO Agent”) and the lenders party thereto. Such agreements amended, restated and replaced the Company’s previous debt facilities . The Company used a portion of the proceeds of the $287.5 million loans made to the Company under the Amended BoA Credit Agreement and the $415.0 million loans made to the Company under the Amended GSO Credit Agreement to fund the payment of the purchase price with respect to the acquisition of the Gaiam Brand Holdco, LLC and costs and expenses incurred in connection with such acquisition and related transactions. The Amended BoA Credit Agreement provides for several five-year credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $133.0 million (the “ Tranche A Loans ”), (ii) Tranche A-1 Term Loans in an aggregate principal amount of $44.5 million (the “ Tranche A-1 Loans ” and, together with the Tranche A Loans, the “ BoA Term Loans ”) and (iii) revolving credit commitments in the aggregate principal amount of $110.0 million (the “ Revolving Credit Facility ” and, the loans under the Revolving Credit Facility, the “ Revolving Loans ”). On the Closing Date, the total amount outstanding under the Amended BoA Credit Agreement was $258.0 million, including (i) $133.0 million of Tranche A Loans, (ii) $44.5 million of Tranche A-1 Loans and (iii) $80.5 million of borrowing under the Revolving Loans. The loans under the Amended BoA Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Tranche A-1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum. The undrawn portions of the commitments under the Revolving Credit Facility are subject to a commitment fee of 0.375% per annum. The Company may make voluntary prepayments of the loans outstanding under the Amended BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended BoA Credit Agreement. Additionally, the Company is mandated to make prepayments (without payment of a premium or penalty) under the Amended BoA Credit Agreement amounting to: (i) the loans outstanding under the Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 10.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. Commencing on September 30, 2016 , the BoA Term Loans will be amortized in quarterly installments of $5.0 million. The Amended BoA Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries. Moreover, the Amended BoA Credit Agreement contains financial covenants that require the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio set at 50.0% (applicable to the Revolving Loans and Tranche A Loans ) and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 2.80 :1.00, decreasing over the term of the Amended BoA Credit Agreement until reaching the final maximum ratio of 2.50 :1.00 for the fiscal quarter ending September 30, 2018 and thereafter. The Amended BoA Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the Amended BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of amounts due under the Amended BoA Credit Agreement. The Company may request an increase in (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.33:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 2.50 :100 and (b) with respect to any other increase, 2.40 :1.00, subject to the satisfaction of certain conditions in the Amended BoA Credit Agreement. At June 30, 2016, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. The Amended GSO Credit Agreement provides for a six-year $415.0 million senior secured term loan facility. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the Amended GSO Credit Agreement as would not cause the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00 :1.00, subject to the satisfaction of certain conditions in the Amended GSO Credit Agreement. The loans under the Amended GSO Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus an applicable margin of 8.25% or 9.00% per annum or (ii) the base rate plus an applicable margin of 7.25% or 8.00% per annum, in each case based upon the consolidated total leverage ratio. The Company may make voluntary prepayments of the loans outstanding under the Amended GSO Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended GSO Credit Agreement. The Company is mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the Amended GSO Credit Agreement amounting to: (i) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio is at least 4.00 :1.00, 75% thereof, (b) in the event the consolidated total leverage ratio is less than 4.00 :1.00 but at least 3.00 :1.00, 50% thereof and (c) in the event the consolidated total leverage ratio is less than 3.00 :1.00, 0% thereof. Commencing on March 31, 2017 , the loans under the Amended GSO Credit Agreement will amortize in quarterly installments, equal to 2.00% per annum of the original aggregate principal amount thereof. The Amended GSO Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the GSO Facility Loan Parties and their subsidiaries. Moreover, the Amended GSO Credit Agreement contains financial covenants that require the GSO Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25 :1.00, decreasing over the term of the Amended GSO Credit Agreement until reaching the final maximum ratio of 6.50 :1.00 for the fiscal quarter ending September 30, 2018 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 2.80 :1.00, decreasing over the term of the Amended GSO Credit Agreement until reaching the final maximum ratio of 2.50 :1.00 for the fiscal quarter ending September 30, 2018 and thereafter. At June 30, 2017, the Company is in compliance with the covenants included in the Amended GSO Credit Agreement. The Amended GSO Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the GSO Agent, at the request of the lenders under the Amended GSO Credit Agreement, is required to take various actions, including, without limitation, the acceleration of amounts due thereunder. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the GSO Credit Agreement as would not cause the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00 :1.00, subject to the satisfaction of certain conditions in the GSO Credit Agreement. Interest Rate Caps During 2016, the Company entered into interest rate cap agreements related to its 1-month LIBOR rates related to the 2016 Cap Agreements with certain financial institutions. The 2016 Cap Agreements have a $500 million notional value, strike rate of 1.50% and mature on November 23, 2018 . The Company recorded its interest rate caps on the condensed consolidated balance sheets at fair value using Level 2 inputs. The valuation technique used to determine the fair value of the 2016 Cap Agreements approximated the net present value of future cash flows, taking into account current interest rates. The Company’s risk management objective and strategy with respect to the 2016 Cap Agreements is to reduce its exposure to variability in expected future cash outflows (forecasted interest payments) attributable to change in 1-month LIBOR rates, the designated benchmark interest rate being hedged, relating to a portion of its outstanding floating-rate debt. The 2016 Cap Agreements protect the Company from increases in hedged cash flows on its floating-rate debt attributable to changes in 1-month LIBOR rates above the strike rate. Should 1-month LIBOR rates exceed 1.50% on a rate reset date during the terms of the 2016 Cap Agreements, the financial institutions will pay the Company for an amount equivalent to the excess interest over the strike rate. To the extent the hedging relationship is perfectly effective, changes in the fair value of the hedging instrument e ach period will be deferred in a ccumulated other comprehensive loss in the unaudited condensed consolidated statement of changes in equity, and the upfront hedging instrument purchase price will be reclassified to i nterest expense, net in the unaudited condensed consolidated statements of operations according to its caplet values. If hedge ineffectiveness exists, a ccumulated other comprehensive loss will be adjusted to a balance that reflects the lesser of either the cumulative change in the fair value of the hedging or the cumulative change in the fair value of the hypothetically “perfect” derivative. The amount of ineffectiveness, if any, recorded in earnings would be equal to the excess of the cumulative change in the fair value of the hedging instrument over the cumulative change in the fair value of the hypothetical derivative. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 8 . Commitments and Contingencies MSLO Stockholder Complaint In connection with the merger of MSLO in December 2015, the following 13 putative stockholder class action lawsuits have been filed in the Court of Chancery of the State of Delaware : (1) David Shaev Profit Sharing Plan f/b/o David Shaev v. Martha Stewart Living Omnimedia Inc. et. al . , filed on June 25, 2015 ; (2) Malka Raul v. Martha Stewart Living Omnimedia Inc. et. al ., filed on June 26, 2015 ; (3) Daniel Lisman v. Martha Stewart Living Omnimedia Inc. et. al. , filed on June 29, 2015 ; (4) Matthew Sciabacucchi v. Martha Stewart Living Omnimedia Inc. et. al . , filed on July 2, 2015 ; (5) Harold Litwin v. Martha Stewart Living Omnimedia Inc. et. al . , filed on July 5, 2015 ; (6) Richard Schiffrin v. Martha Stewart , filed on July 7, 2015 ; (7) Cedric Terrell v. Martha Stewart Living Omnimedia Inc. et. al. , filed on July 8, 2015 ; (8) Dorothy Moore v. Martha Stewart Living Omnimedia Inc. et. al . , filed on July 8, 2015 ; (9) Paul Dranove v. Pierre De Villemejane. et. al . , filed on July 8, 2015 ; (10) Phuc Nguyen v. Martha Stewart Living Omnimedia Inc. et. al . , filed on July 10, 2015 ; (11) Kenneth Steiner v. Martha Stewart Living Omnimedia Inc. et. al . , filed on July 16, 2015 ; (12) Karen Gordon v. Martha Stewart et. al. , filed on July 27, 2015 against the MSLO Board of Directors, Sequential, Madeline Merger Sub, Singer Merger ; and (13) Anne Seader v. Martha Stewart Living Omnimedia, Inc. et. al . , filed on July 28, 2015 . All of the 13 class action lawsuits name the Old Sequential, MSLO, the MSLO board of directors, Madeline Merger Sub, Inc., Singer Merger Sub, Inc. and the Company as defendants and allege that (a) members of the MSLO board of directors breached their fiduciary duties and (b) Old Sequential, MSLO, Madeline Merger Sub, Inc., Singer Merger Sub Inc. and the Company aided and abetted such alleged breaches of fiduciary duties by the MSLO board of directors. On August 18, 2015, the Delaware Chancery Court issued an order consolidating these actions for all purposes under the caption In re Martha Stewart Living Omnimedia, Inc., et. al . to be the operative complaint in the consolidated action. On January 12, 2016, after the consummation of the Mergers (as defined below) , the plaintiffs filed a Verified Consolidated Amended Class Action Complaint, naming Ms. Martha Stewart, the Company, Old Sequential, Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. and alleging that (a) Ms. Stewart breached her fiduciary duties to MSLO's stockholders and (b) the Company, Old Sequential, Madeline Merger Sub, Inc. and Singer Merger Sub, Inc. aided and abetted Ms. Stewart's breach of her fiduciary duties. On April 4, 2016, Ms. Stewart and the Sequential defendants filed respective motions to dismiss the Verified Consolidated Amended Class Action Complaint. On June 15, 2016, Lead Plaintiffs sought leave to amend the complaint and file the Verified Second Amended Class Action Complaint, which Judge Slights granted on July 14, 2016. On July 18, 2016, Lead Plaintiffs filed the Verified Second Amended Class Action Complaint against Defendants, asserting that Ms. Stewart breached her fiduciary duties and asserting that Sequential, Madeline Merger Sub, Singer Merger Sub, and Holdings aided and abetted the alleged breach of fiduciary duties. On July 28, 2016, Ms. Stewart and the Sequential defendants filed respective motions to dismiss the Verified Second Amended Class Action Complaint. On October 26, 2016, Lead Plaintiffs filed their opposition to Defendants’ motions to dismiss. On November 29, 2016, Ms. Stewart and the Sequential Defendants filed reply briefs in further supports of their motions to dismiss the Verified Second Amended Class Action Complaint. Oral argument on the motions to dismiss occurred on March 22, 2017. The plaintiffs seek to recover unspecified damages allegedly sustained by the plaintiffs, restitution and disgorgement by Ms. Stewart, the recovery of plaintiffs’ attorney's fees and other relief. The Company believe s that it has meritorious defenses to the claims ma de by the plaintiffs, and is vigorously defending such claims. Litigation costs in this matter may be significant. The Company does not expect that the ultimate resolution of this matter will have a material effect on the condensed consolidated financial statements. General Legal Matters From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Stock-based Compensation [Abstract] | |
Stock-based Compensation | 9. Stock-based Compensation Stock Options The following table summarizes the Company’s stock option activity for the six months ended June 30, 2017: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (in thousands, except share and per share data) Outstanding - January 1, 2017 129,501 $ 9.65 2.3 $ - Granted - - Exercised - - Forfeited or Canceled (45,500) (11.49) Outstanding - June 30, 2017 84,001 $ 8.65 2.8 $ - Exercisable - June 30, 2017 84,001 $ 8.65 2.8 $ - A summary of the changes in the Company’s unvested stock options is as follows: Number of Options Weighted-Average Grant Date Fair Value Unvested - January 1, 2017 5,000 $ 1.96 Granted - - Vested (5,000) (1.96) Forfeited or Canceled - - Unvested - June 30, 2017 - $ - The Company did not grant any stock options during the three and six months ended June 30, 2017 and 2016 . Total compensation expense related to stock options for each of the three and six months ended June 30, 2017 and 2016 was less than $0.1 million. At June 30, 2017 there is no unrecognized compensation expense related to stock options. Warrants The following table summarizes the Company’s outstanding warrants for the six months ended June 30, 2017 : Number of Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (in thousands, except share and per share data) Outstanding - January 1, 2017 801,760 $ 7.87 3.1 $ 51 Granted - - Exercised - - Forfeited or Canceled - - Unvested - June 30, 2017 801,760 $ 7.87 2.6 $ - Exercisable - June 30, 2017 801,760 $ 7.87 2.6 $ - A summary of the changes in the Company’s unvested warrants is as follows: Number of Warrants Weighted-Average Grant Date Fair Value Unvested - January 1, 2017 50,000 $ 6.32 Granted - - Vested (50,000) (6.32) Forfeited or Canceled - - Unvested - June 30, 2017 - $ - The Company did not issue any warrants during the three and six months ended June 30, 2017 and 2016 . Total compensation expense related to warrants for the three months ended June 30, 2017 and 2016 was less than $0.1 million and $0.1 million, respectively. Total compensation expense related to warrants for the six months ended June 30, 2017 and 2016 was less than $0.1 million and $0.1 million, respectively. At June 30, 2017 there is no unrecognized compensation expense related to warrants . Restricted Stock A summary of the time-based restricted stock activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 258,787 $ 8.45 2.1 Granted 111,112 3.60 Vested (147,632) (5.75) Unvested - June 30, 2017 222,267 $ 7.82 2.4 During the three and six months ended June 30, 2017, the Company granted 111,112 shares of time-based restricted stock to members of the Company’s board of directors. These shares had a grant date fair value of $0.4 million and vest over a period of one year. The Company recorded $0.1 million during each of the three and six months ended June 30, 2017 as compensation expense pertaining to these grants. During the three and six months ended June 30, 2016, the Company granted 70,548 shares of time-based restricted stock to members of the Company’s board of directors. These shares had a grant date fair value of $0.4 million and vest over a period of one year. The Company recorded $0.1 million during each of the three and six months ended June 30, 2017 and 2016 as compensation expense pertaining to these grants. Total compensation expense related to time-based restricted stock grants for the three months ended June 30, 2017 and 2016 was $0.2 million and $0.5 million, respectively. Total compensation expense related to time-based restricted stock grants for the six months ended June 30, 2017 and 2016 was $0.2 million and $0.5 million, respectively. Total unrecognized compensation expense related to time-based restricted stock grants at June 30, 2017 amounted to $0.8 million and is expected to be recognized over a weighted-average period of 2.4 years. Restricted Stock Units A summary of the time-based restricted stock units activity for the s ix months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 326,667 $ 8.52 2.5 Granted 160,000 4.19 Vested (78,333) (13.27) Unvested - June 30, 2017 408,334 $ 5.91 2.2 During the three and six months ended June 30, 2017, the Company granted 100,000 time-based restricted stock units to the Company’s Chief Executive Officer pursuant to an employment agreement, dated April 3, 2017. These shares of time-based restricted stock units had a grant date fair value of $0.4 million and vest over a period of three years. The Company recorded less than $0.1 million during the three and six months ended June 30, 2017 as compensation expense pertaining to this grant. During the six months ended June 30, 2017, the Company accelerated the vesting of 66,667 shares of time-based restricted stock units for the Company’s former Chief Executive Officer in connection with the CEO transition. Total compensation expense related to these shares of $0.7 million was recorded as operating expenses in the unaudited condensed consolidated statement of operations for the six months ended June 30, 2017. During the six months ended June 30, 2017, the Company granted 60,000 time-based restricted stock units to the Company’s Chief Financial Officer pursuant to an amended employment agreement, dated January 3, 2017. These shares of time-based restricted stock units had a grant date fair value of $0.3 million and vest over a period of two years. The Company recorded less than $0.1 million and $0.1 million during the three and six months ended June 30, 2017 as compensation expense pertaining to this grant. During the six months ended June 30, 2016, the Company issued 35,000 shares of time-based restricted stock units to an employee for future services. These shares of time-based restricted stock units had a grant date fair value of $0.3 million and vest over a period of three years. The Company recorded less than $0.1 million during the each of the three and six months ended June 30, 2017 and 2016 as compensation expense pertaining to this grant. Total compensation expense related to time-based restricted stock unit grants for the three months ended June 30, 2017 and 2016 was $0.2 million and $0.1 million, respectively. Total compensation expense related to time-based restricted stock unit grants for the six months ended June 30, 2017 and 2016 was $1.2 million and $0.2 million, respectively. Total unrecognized compensation expense related to time-based restricted stock unit grants at June 30, 2017 amounted to $1.8 million and is expected to be recognized over a weighted-average period of 2.2 years. Performance Stock Units A summary of the PSUs activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 2,803,367 $ 8.18 2.4 Granted 175,000 3.77 Vested (701,233) (10.97) Forfeited or Cancelled (451,500) (7.23) Unvested - June 30, 2017 1,825,634 $ 6.92 2.5 During the three and six months ended June 30, 2017, the Company granted 175,000 PSUs to the Company’s Chief Executive Officer pursuant to an employment agreement, dated April 3, 2017. These PSUs had a grant date fair value of $0.7 million and vest over a period of three years and require achievement of certain of the Company’s performance metrics within each fiscal year for such PSUs to be earned. The Company did no t record any compensation expense during the three and six months ended June 30, 2017 as the likelihood of these PSUs being earned was not probable. During the six months ended June 30, 2017, the Company accelerated the vesting of 200,000 PSUs for the Company’s former Chief Executive Officer in connection with the CEO transition. Total compensation expense related to these PSUs of $2.9 million was recorded as operating expenses in the unaudited condensed consolidated statement of operations for the six months ended June 30, 2017. On February 28, 2017, the Compensation Committee voted to approve, on a discretionary basis, an award of 164,978 PSUs to employees and consultants. Included in the above award were 60,000 PSUs and 36,000 PSUs for the Company’s former Chief Executive Officer and Chief Financial Officer, respectively. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.6 million was recorded as operating expenses in the unaudited condensed consolidated statements of operations for the six months ended June 30, 2017. During the six months ended June 30, 2016, the Company granted 30,000 PSUs to an employee upon the commencement of his employment with the Company. These PSUs had a grant date fair value of $0.2 million and vest over a period of three years and require achievement of certain of the Company’s performance metrics within each fiscal year for such PSUs to be earned. The Company did no t record any compensation expense during the three and six months ended June 30, 2017 as the likelihood of the remaining PSUs being earned was not probable. The Company recorded less than $0.1 million during each of the three and six months ended June 30, 2016 as compensation expense in the unaudited condensed consolidated statement s of operations pertaining to these PSUs as the likelihood of certain PSUs being earned became probable. On February 23, 2016, the Compensation Committee voted to approve, on a discretionary basis, an award of 69,994 PSUs to employees and consultants. Included in the above award were 20,000 PSUs and 12,000 PSUs for the Company’s former Chief Executive Officer and Chief Financial Officer, respectively. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.4 million was recorded as operating expenses in the unaudited condensed consolidated statement of operations for the six months ended June 30, 2016. The Company did not grant any PSUs during the three months ended June 30, 2016. The Company did no t record compensation expense related to the PSUs for the three months ended June 30, 2017. Total compensation expense related to the PSUs for the three months ended June 30, 2016 was $1.0 million. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Consulting Services Agreement with Tengram Capital Partners, L.P. (f/k/a Tengram Capital Management L.P.) Pursuant to an agreement with Tengram Capital Partners, L.P., formerly known as Tengram Capital Management, L.P. (“TCP”), an affiliate of Tengram Capital Partners Gen2 Fund, L.P., which is one of the Company’s largest stockholders, the Company has engaged TCP, effective as of January 1, 2013, to provide services to the Company pertaining to (i) mergers and acquisitions, (ii) debt and equity financing and (iii) such other related areas as the Company may reasonably request from time to ti me (the “TCP Agreement”). TCP wa s entitled to receive compensation of $1.0 million, including fees and reimbursement of out-of-pocket expenses in connection with performing its services under the TCP Agreement. The TCP Agreement remains in effect for a period continuing through the earlier of five years or the date on which TCP and its affiliates cease to own in excess of 5% of the outstanding shares of common stock in the Company. On August 15, 2014, the Company consummated transactions pursuant to an agreement and plan of merger, dated as of June 24, 2014 (the “Galaxy Merger Agreement”) with SBG Universe Brands LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of LLC Sub, Galaxy Brand Holdings, Inc. and Carlyle Galaxy Holdings, L.P. (such transactions, collectively, the “Galaxy Acquisition”). In connection with the Galaxy Merger Agreement, the Company and TCP entered into an amendment to the TCP Agreement (the “Amended TCP Agreement”), pursuant to which, among other things, TCP is entitled to receive annual fees of $0.9 million beginning with fiscal 2014. The Company paid TCP $0.5 million for services under the Amended TCP Agreement during the three and six months ended June 30, 2017 . The Company did no t pay TCP any fees during the three and six months ended June 30, 2016 . At June 30, 2017 and December 31, 2016 , there were no amounts due to TCP for services. Additionally, in July 2013, the Company entered into a consulting arrangement with an employee of TCP (the “TCP Employee”), pursuant to which the TCP Employee provides legal and other consulting services at the request of the Company from time to time. The TCP Employee was also issued 125,000 shares of restricted stock, vesting over a four -year period and 180,000 PSUs, vesting over three years in increments of 20% for 2014 , 20% for 2015 and 60% for 2016 . Additionally, the TCP employee was granted 200,000 PSUs, vesting over three years in increments of 33.3% for 2017 , 33.3% for 2018 and 33.4% for 2019. The Company paid the TCP Employee $0.1 million for services under the consulting arrangement during each of the three months ended June 30, 2017 and 2016 . The Company paid the TCP Employee $0.2 million for services under the consulting arrangement during each of the six months ended June 30, 2017 and 2016 . These amounts are included in operating expenses in the Company’s unaudited condensed consolidated financial statements. At June 30, 2017 and December 31, 2016 , there were no amounts due to the TCP Employee. Transactions with E.S. Originals, Inc. A division president of the Company maintains a passive ownership interest in one of the Company’s licensees, E.S. Originals, Inc. (“ESO”). The Company receives royalties from ESO under license agreements for certain of the Company’s brands in the footwear category. The Company recorded $4.0 million and $4.5 million of revenue for the three months ended June 30, 2017 and 2016 , respectively, for royalties and advertising revenue earned from ESO license agreements. The Company recorded $7.7 million and $8.2 million of revenue for the six months ended June 30, 2017 and 2016 , respectively, for royalties and advertising revenue earned from ESO license agreements. At June 30, 2017 and December 31, 2016 , the Company had $7.2 million and $7.1 million recorded as accounts receivable from ESO in the condensed consolidated balance sheets, respectively. Acquisition of FUL On November 17, 2014, the Company made a strategic investment in FUL IP. FUL IP is a collaborative investment between the Company and JALP. FUL IP was formed for the purpose of licensing the FUL trademark to third parties in connection with the manufacturing, distribution, marketing and sale of FUL branded bags, backpacks, duffels, luggage and apparel accessories. JALP contributed the FUL trademark with a fair value of $8.9 million. In exchange for a 50.5% economic interest in FUL IP the Company paid JALP $4.5 million. JALP’s minority member interest in FUL IP has been reflected as noncontrolling interest on the Company’s condensed consolidated balance sheets. One of the Company’s directors, Mr. Al Gossett, has a partial ownership interest in JALP. No noncontrolling interest was recorded during the three and six months ended June 30, 2017 . There was $0.1 million and $0.2 million of noncontrolling interest recorded during the three and six months ended June 30, 2016 , respectively. Investment in Available-for-Sale Securities As further discussed in Note 2, in September 2015, the Company purchased available-for-sale securities of an unaffiliated third-party publicly traded company from Tengram Capital Partners, L.P., which is an affiliate of Tengram Capital Partners Gen2 Fund, L.P., one of the Company’s largest stockholders, for an aggregate purchase price of $12.0 million (plus related transaction expenses), which was the purchase price paid by Tengram Capital Partners, L.P. upon the acquisition of such available-for-sale securities in open market transactions. The Company did not pay a fee or any compensation to Tengram Capital Partners, L.P. in connection with the Company’s investment in the available-for-sale securities. During the three and six months ended June 30, 2017, the Company sold its available-for-sale securities for $5.8 million. IP License Agreement and Intangible Asset Agreement In connection with the transactions contemplated by the acquisition of MSLO (the “Mergers”), MSLO entered into an Amended and Restated Asset License Agreement (“Intangible Asset Agreement”) and Amended and Restated Intellectual Property License and Preservation Agreement (“IP License Agreement” and, together with the Intangible Asset Agreement, the “IP Agreements”) pursuant to which Ms. Martha Stewart licensed certain intellectual property to MSLO. The IP Agreements grant the Company the right to use of certain properties owned by Ms. Stewart. The Intangible Asset Agreement has an initial term commencing at December 4, 2015 and ending on December 31, 2020, provided that the term will automatically be renewed for five additional calendar years ending December 31, 2025 (subject to earlier termination as provided in Ms. Stewart’s employment agreement) if either the aggregate gross licensing revenues (as defined in Ms. Stewart’s employment agreement) for calendar years 2018 through 2020 exceed $195 million or the gross licensing revenues for calendar year 2020 equal or exceed $65 million. During the term of the Intangible Asset Agreement with the Company, Lifestyle Research Center LLC will be entitled to receive a guaranteed annual payment of $1.7 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company plus reimbursable expenses. The Company has paid Lifestyle Research Center LLC less than $0.1 million in connection with other related services during the each of the three months ended June 30, 2017 and 2016 . The Company has paid Lifestyle Research Center LLC $0.6 million and less than $0.1 million in connection with other related services during the six months ended June 30, 2017 and 2016 , respectively. During the term of the IP Agreement with the Company, Ms. Stewart will be entitled to receive a guaranteed annual payment of $1.3 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company. During each of the three and six months ended June 30, 2017 and 2016 , the Company made payments of $0.4 million and $0.7 million, respectively, to Ms. Stewart in connection with the terms of the IP Agreement. The IP License Agreement is perpetual. During the three months ended June 30, 2017 and 2016 , the Company expensed non-cash interest of $0.1 million and $0.2 million, respectively, related to the accretion of the present value of these guaranteed contractual payments. During the six months ended June 30, 2017 and 2016 , the Company expensed non-cash interest of $0.3 million and $0.4 million, respectively, related to the accretion of the present value of these guaranteed contractual payments. At June 30, 2017, there was $8.5 million due under the IP Agreements of which $2.9 million is recorded in accounts payable and accrued expenses and $5.6 million is recorded in other long-term liabilities. At December 31, 2016 , there was $8.8 million due under the IP Agreements of which $2.8 million is recorded in accounts payable and accrued expenses and $6.0 million is recorded in other long-term liabilities. |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring [Abstract] | |
Restructuring | 11. Restructuring The Company did no t incur restructuring charges during the three and six months ended June 30, 2017 . During the three months ended June 30, 2016 , the Company recorded $0.3 million of restructuring charges in connection with headcount reductions. During the six months ended June 30, 2016 , the Company recorded $2.8 million of restructuring charges in connection with headcount reductions and lease termination costs. The charges incurred during the six months ended June 30, 2016 consisted of $1.5 million of severance and related benefits associated with headcount reductions, $0.6 million of professional fees, $0.3 million in contract termination fees and $0.4 million of asset write-offs. These charges are included in operating expenses in the unaudited condensed consolidated statement of operations. On a cumulative basis, the Company has recorded $11.9 million of restructuring charges in connection with the Mergers, headcount reductions and contract termination costs. The associated employee headcount reductions in connection with the reduction in workforce since inception were 65 employees. The Company does not expect to incur any additional charges. There is no restructuring accrual as of June 30, 2017. A restructuring accrual of $1.5 million as of December 31, 2016 is included in accounts payable and accrued expenses on the condensed consolidated balance sheets. This accrual included amounts provided for contract termination fees. The Company has paid $10.5 million in cash related to these initiatives as of June 30, 2017 . Changes in the restructuring accruals during the six months ended June 30, 2017 were as follows: Severance & Related Benefits Contract Termination Costs Professional Fees Total Accrual (in thousands) Balance at January 1, 2017 $ - $ 1,500 $ - $ 1,500 Charges to expense - - - - Amounts paid - (1,500) - (1,500) Balance at June 30, 2017 $ - $ - $ - $ - |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | 12. New Accounting Pronouncements ASU No. 2017-09, “FASB Amends the Scope of Modification Accounting for Share-Based Payment Arrangements” In May 2017, the FASB issued ASU No. 2017-09, “FASB Amends the Scope of Modification Accounting for Share-Based Payment Arrangements” (“ASU 2017-09”). ASU 2017-09 provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718, Compensation – Stock Compensation . Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. ASU 2017-09 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on the Company’s condensed consolidated financial statements. ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 removes the requirement to compare the implied fair value of goodwill with its carrying amount as part of step 2 of the goodwill impairment test. As a result, under ASU 2017-04, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective prospectively for annual and interim periods beginning on or after December 15, 2019, and early adoption is permitted on testing dates after January 1, 2017. The Company adopted the provisions of ASU 2017-04 during the first quarter of 2017. The adoption of ASU 2017-04 did not have a material impact on the Company’s condensed consolidated financial statements. ASU No. 2017-01, “FASB Clarifies the Definition of a Business” In January 2017, the FASB issued ASU No. 2017-01, “FASB Clarifies the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business in ASC 805. The amendments in ASU 2017-01 are intended to make application of the guidance more consistent and cost-efficient. ASU 2017-01 is effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted for transactions that occurred before the issuance date or effective date of the standard if the transactions were not reported in financial statements that have been issued or made available for issuance. The Company does not expect the adoption of ASU 2017-01 to have a material impact on the Company’s condensed consolidated financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the Company’s opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC on March 14, 2017, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2016, 2015 and 2014. The financial information as of December 31, 2016 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The interim results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Revenue Recognition | Revenue Recognition The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments and advertising/marketing fees with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments and advertising/marketing revenue are recognized on a straight-line basis over the term of each contract year, as defined in each license agreement. Royalty payments exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding to the licensee’s sales. Payments received as consideration for the grant of a license are recorded as deferred revenue at the time payment is received and recognized ratably as revenue over the term of the license agreement. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue when earned. Revenue is not recognized unless collectability is reasonably assured. If license agreements are terminated prior to the original licensing period, the Company recognizes revenue in the amount of any contractual termination fees, unless such amounts are deemed non-recoverable. With respect to editorial content for books, the Company receives advance payments from the Company’s publishers and recognizes revenue when manuscripts are delivered to and accepted by the publishers. Revenue is also earned from book publishing when sales on a unit basis exceed the advanced royalty. Television sponsorship revenues are generally recorded ratably across the period when new episodes initially air. |
Restricted Cash | Restricted Cash Restricted cash consists of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $ 0.3 million and $0.2 million as of June 30, 2017 and December 31, 2016 . The Company’s accounts receivable, net amounted to $49.2 million and $53.2 million as of June 30, 2017 and December 31, 2016 , respectively. Three licensees accounted for approximately 49% ( 21% , 14% and 14% ) of the Company’s total consolidated accounts receivable balance as of June 30, 2017 and four licensees accounted for approximately 49% ( 14% , 13% , 12% and 10% ) of the Company’s total consolidated accounts receivable balance as of December 31, 2016 . The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience. |
Investments | Investments The Company had marketable securities that were classified as available-for-sale securities under ASC 320, Investments – Debt and Equity Securities . Such available-for-sale securities are reported at fair value in the condensed consolidated balance sheets and, at the time of purchase, were reported in the unaudited condensed consolidated statements of cash flows as an investing activity. The Company reviews its available-for-sale securities at each reporting period to determine whether a decline in fair value is other-than-temporary. Any decline in fair value that is determined to be other-than-temporary would result in an adjustment for an impairment charge in the accompanying unaudited condensed consolidated statements of operations. The primary factors the Company considers in its determination are (i) the length of time that the fair value of the available-for-sale security is below the Company’s carrying value, (ii) the financial condition and operating performance of the available-for-sale security, (iii) the reason for decline in fair value and (iv) the Company’s intent and ability to hold the investment in available-for-sale security for a period of time sufficient to allow for a recovery in fair value. Realized gains and losses from the sale of available-for-sale securities, if any, are determined on a specific-identification basis. |
Equity Method Investment | Equity Method Investment For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC, which is included in other assets in the condensed consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the three and six months ended June 30, 2017, is included in other expense ( income ) in the unaudited condensed consolidated statements of operations. The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors considered include, for example, macroeconomic and industry conditions, overall financial performance, and other relevant entity-specific events. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, it then performs a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. The quantitative goodwill impairment test compare s the estimated fair value of a reporting unit with its carrying value. The Company has determined that it has a single reporting unit and considers its market capitalization (calculated as total common shares outstanding multiplied by the common equity price per share, as adjusted for a control premium factor) to represent its estimated fair value. If the estimated fair value of the reporting unit exceeds its carrying amount, no further analysis is needed. If, however, the estimated fair value of the reporting unit is less than its carrying amount, the Company will recognize an impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. Intangible assets represent trademarks, customer agreements and patents related to the Company’s brands and a favorable lease. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. The carrying value of intangible assets and other finite-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite-lived intangible assets are tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that indicate that the carrying amount of the indefinite-lived intangible asset may not be recoverable. When conducting its impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, the Company then tests the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its future undiscounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverability of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost as a reduction of equity in the condensed consolidated balance sheets. |
Stock-Based Compensation | Stock-Based Compensation Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock and restricted stock units, for which restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized on a straight-line basis over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total shares of common stock outstanding upon the lapse of applicable restrictions. For restricted stock, for which restrictions are based on performance measures (“performance stock units” or “PSUs”), restrictions lapse when those performance measures have been deemed achieved. Compensation cost for PSUs is recognized on a straight-line basis during the period from the date on which the likelihood of the PSUs being earned is deemed probable and (x) the end of the fiscal year during which such PSUs are expected to vest or (y) the date on which awards of such PSUs may be approved by the compensation committee of the Company’s board of directors (the “Compensation Committee”) on a discretionary basis, as applicable. PSUs are included in total shares of common stock outstanding upon the lapse of applicable restrictions. PSUs are included in total diluted shares of common stock outstanding when the performance measures have been deemed achieved but the PSUs have not yet been issued. Fair value cost for stock options and warrants is calculated using the Black-Scholes valuation model and is expensed on a straight-line basis over the requisite service period of the grant. The Company elected to early adopt the provisions of ASU 2016-09 “Simplifying the Accounting for Share-Based Payments” (“ASU 2016-09”) and reduces compensation cost for actual forfeitures as they occur. Prior to the adoption to ASU 2016-09, the Company’s estimated forfeiture rate utilized in calculating compensation cost was zero percent based on the Company’s limited historical forfeiture experience. At each subsequent reporting period prior to the lapse of restrictions on warrants, time-based restricted stock and PSUs granted to non-employees, the Company remeasures the aggregate compensation cost of such grants using the Company’s fair value at the end of such reporting period and revises the straight-line recognition of compensation cost in line with such remeasured amount. |
Leases | Leases The Company leases certain properties for office and showroom. Certain of the Company's lease agreements contain rent escalation clauses, free rent periods and tenant inducement payments. Rent expense for noncancelable operating leases with scheduled rent increases is recognized on a straight-line basis over the expected lease term. The difference between straight-line rent expense and the scheduled payment amounts is recorded as a deferred rent asset or liability. |
Income Taxes | Income Taxes Current income taxes are based on the respective periods’ taxable income for federal, foreign and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using statutory tax rates in effect for the year in which the differences are expected to reverse. In accordance with ASU No. 2015-17 “Balance Sheet Classification of Deferred Taxes,” all deferred income taxes are reported and classified as non-current. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the Financial Accounting Standards Board (“FASB”) guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2013 through December 31, 2016. |
Earnings Per Share | Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. The shares used to calculate basic and diluted EPS consist of the following: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Basic weighted-average common shares outstanding 62,925,565 62,062,714 62,693,925 61,636,291 Acquisition hold back shares - - - - Warrants - - - - Stock options - - - - Performance based restricted stock - - 131,253 - Unvested restricted stock 54,943 - 86,216 - Diluted weighted-average common shares outstanding 62,980,508 62,062,714 62,911,394 61,636,291 The computation of diluted EPS for the three and six months ended June 30, 2017 and 2016 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Acquisition hold back shares - - - 347,527 Warrants 801,760 349,493 801,760 344,410 Stock options 84,000 15,459 84,000 13,899 Performance based restricted stock - 408,555 - 408,555 Unvested restricted stock 519,489 129,153 419,489 103,676 Total 1,405,249 902,660 1,305,249 1,218,067 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash, accounts receivable and available-for-sale securities. Cash is held to meet working capital needs and future acquisitions. Restricted cash is pledged as collateral for a comparable amount of irrevocable standby letters of credit for certain of the Company’s leased properties. Substantially all of the Company’s cash, restricted cash and available-for-sale securities, prior to being sold, are deposited with high quality financial institutions. At times, however, such cash, restricted cash and available-for-sale securities may be in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses in such accounts as of June 30, 2017 . Concentration of credit risk with respect to accounts receivable is minimal due to the collection history. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable. |
Customer Concentrations | Customer Concentrations The Company recorded net revenues of $42.1 million and $34.2 million during the three months ended June 30, 2017 and 2016 , respectively. During the three months ended June 30, 2017 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. During the three months ended June 30, 2016 , two licensees represented at least 10% of net revenue, accounting for 13% and 11% of the Company’s net revenue. The Company recorded net revenues of $81.5 million and $68.2 million during the six months ended June 30, 2017 and 2016 , respectively. During the six months ended June 30, 2017 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. During the six months ended June 30, 2016 , two licensees represented at least 10% of net revenue, accounting for 12% and 11% of the Company’s net revenue. |
Loss Contingencies | Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred. |
Contingent Consideration | Contingent Consideration The Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the acquiree or assets of the acquiree in a business combination. The contingent consideration is classified as either a liability or equity in accordance with ASC 480-10, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity . If classified as a liability, the liability is remeasured to fair value at each subsequent reporting date until the contingency is settled. Increases in fair value are recorded as losses, while decreases are recorded as gains. If classified as equity, contingent consideration is not remeasured and subsequent settlement is accounted for within equity. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest recorded for the three and six months ended June 30, 2017 represents income allocations to Elan Polo International, Inc., a member of DVS Footwear International, LLC and With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). Noncontrolling interest recorded for the three and six months ended June 30, 2016 represents income allocations to Elan Polo International, Inc., With You, Inc. and JALP, LLC (“JALP”), a member of FUL IP Holdings, LLC (“FUL IP”). |
Reportable Segment | Reportable Segment An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign operations or any assets in foreign locations. Nearly all of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with an immaterial portion of revenues derived from television, book, café operations and certain commissions. |
Goodwill (Policy)
Goodwill (Policy) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill [Abstract] | |
Goodwill | Goodwill represents the excess of the purchase price over the fair value of net assets acquired under the acquisition method of accounting. Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. In evaluating goodwill for impairment, the Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Qualitative factors considered include, for example, macroeconomic and industry conditions, overall financial performance and other relevant entity-specific events. If the Company bypasses the qualitative assessment, or concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, it then performs a quantitative goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment to be recognized, if any. |
Intangible Assets (Policy)
Intangible Assets (Policy) | 6 Months Ended |
Jun. 30, 2017 | |
Intangible Assets [Abstract] | |
Finite-lived Intangible Assets | Finite-lived intangible assets represent trademarks, customer agreements and patents related to the Company’s brands and a favorable lease. Finite-lived assets are amortized on a straight-line basis over the estimated useful lives of the assets. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. The carrying value of finite-lived intangible assets and other long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Historically, indefinite-lived intangible assets have been tested for impairment on an annual basis and between annual tests if an event occurs or circumstances change that indicate that the carrying amount of the indefinite-lived intangible asset may not be recoverable. When conducting its impairment assessment, the Company initially performs a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, the Company then tests the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its expected future undiscounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverability of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Unrealized Gains and Losses on Available-For-Sale Securities | The unrealized gains and losses on the available-for-sale securities held by the Company as of December 31, 2016 is set forth below. December 31, 2016 Gross Unrealized Historical Cost Cost Basis (1) Estimated Fair Value Gains Losses (in thousands) Available-for-sale securities $ 12,048 $ 7,673 $ 7,673 $ - $ - (1) The cost basis is historical cost less other-than-temporary impairment. |
Shares Used to Calculate Basic And Diluted Earnings (Loss) Per Common Share | The shares used to calculate basic and diluted EPS consist of the following: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Basic weighted-average common shares outstanding 62,925,565 62,062,714 62,693,925 61,636,291 Acquisition hold back shares - - - - Warrants - - - - Stock options - - - - Performance based restricted stock - - 131,253 - Unvested restricted stock 54,943 - 86,216 - Diluted weighted-average common shares outstanding 62,980,508 62,062,714 62,911,394 61,636,291 |
Earnings Per Share, Basic and Diluted | The computation of diluted EPS for the three and six months ended June 30, 2017 and 2016 excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: |
Fair Value Measurement of Fin23
Fair Value Measurement of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Measurement of Financial Instruments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the carrying value and the fair value of the Company’s financial assets and liabilities required to be disclosed at June 30, 2017 and December 31, 2016 : Carrying Value Fair Value Financial Instrument Level 6/30/2017 12/31/2016 6/30/2017 12/31/2016 (in thousands) Available-for-sale securities 1 $ - $ 7,673 $ - $ 7,673 Interest rate cap 2 $ 1,246 $ 1,248 $ 691 $ 1,104 2016 Term Loans 3 $ 568,350 $ 582,500 $ 558,828 $ 551,324 2016 Revolving Loan 3 $ 80,500 $ 80,500 $ 80,156 $ 60,755 LNT Contingent Earn Out 3 $ - $ - $ - $ - Legacy Payments 3 $ 2,114 $ 1,995 $ 2,114 $ 1,995 |
Schedule of Notional Amounts of Outstanding Derivative Positions | The components of the 2016 Cap Agreements as of June 30, 2017 are as follows: Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 500,000 $ - $ 555 |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Gaiam Brand Holdco, LLC [Member] | |
Schedule of Business Combination Purchase Price Allocation | The Company made the following updates to the purchase price during the three and six months ended June 30, 2017 in connection with finalizing the valuation of the Gaiam Brand Holdco, LLC acquisition (in thousands): Allocated to: Goodwill $ (3,621) Trademarks 3,568 Equity method investment 53 $ -- The final allocation of the purchase price is summarized as follows (in thousands): Purchase Price Allocation - Gaiam Brand Holdco, LLC Total consideration paid $ 147,587 Allocated to: Trademarks $ 145,923 Goodwill 1,084 Equity method investment 757 Customer agreements 23 Accrued expenses (200) $ 147,587 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill [Abstract] | |
Schedule of Goodwill | The changes in goodwill are summarized as follows: June 30, December 31, 2017 2016 (in thousands) Balance at January 1 $ 307,744 $ 314,288 Adjustment for acquisition of Martha Stewart Living Omnimedia, Inc. - (11,249) (Adjustment for) and acquisition of Gaiam Brand Holdco, LLC (3,621) 4,705 Ending balance $ 304,123 $ 307,744 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Intangible Assets [Abstract] | |
Summary of Intangible Assets | Intangible assets are summarized as follows: June 30, 2017 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Finite-lived intangible assets: Trademarks 15 $ 4,994 $ (1,724) $ 3,270 Customer agreements 4 2,832 (2,030) 802 Favorable lease 2 537 (537) - Patents 10 665 (264) 401 $ 9,028 $ (4,555) 4,473 Indefinite-lived intangible assets: Trademarks 1,029,030 Intangible assets, net $ 1,033,503 December 31, 2016 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount (in thousands) Finite-lived intangible assets: Trademarks 15 $ 4,981 $ (1,558) $ 3,423 Customer agreements 4 2,832 (1,738) 1,094 Favorable lease 2 537 (537) - Patents 10 665 (230) 435 $ 9,015 $ (4,063) 4,952 Indefinite-lived intangible assets: Trademarks 1,025,260 Intangible assets, net $ 1,030,212 |
Summary of Future Annual Estimated Amortization Expense | Estimated future annual amortization expense for intangible assets in service as of June 30, 2017 is summarized as follows: Years ending December 31, (in thousands) Remainder of 2017 $ 423 2018 783 2019 592 2020 402 2021 399 Thereafter 1,874 $ 4,473 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Long-Term Debt [Abstract] | |
Schedule of long term debt | The components of long-term debt are as follows: June 30, December 31, 2017 2016 (in thousands) 2016 Term Loans $ 568,350 $ 582,500 2016 Revolving Loan 80,500 80,500 Unamortized deferred financing costs (15,991) (17,965) Total long-term debt, net of unamortized deferred financing costs 632,859 645,035 Less: current portion of long-term debt 28,300 28,300 Long-term debt $ 604,559 $ 616,735 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Stock-based Compensation [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the six months ended June 30, 2017: Number of Options Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (in thousands, except share and per share data) Outstanding - January 1, 2017 129,501 $ 9.65 2.3 $ - Granted - - Exercised - - Forfeited or Canceled (45,500) (11.49) Outstanding - June 30, 2017 84,001 $ 8.65 2.8 $ - Exercisable - June 30, 2017 84,001 $ 8.65 2.8 $ - |
Schedule of Nonvested Stock Options | A summary of the changes in the Company’s unvested stock options is as follows: Number of Options Weighted-Average Grant Date Fair Value Unvested - January 1, 2017 5,000 $ 1.96 Granted - - Vested (5,000) (1.96) Forfeited or Canceled - - Unvested - June 30, 2017 - $ - |
Schedule of Warrants Activity and Nonvested Warrants | Warrants The following table summarizes the Company’s outstanding warrants for the six months ended June 30, 2017 : Number of Warrants Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (in thousands, except share and per share data) Outstanding - January 1, 2017 801,760 $ 7.87 3.1 $ 51 Granted - - Exercised - - Forfeited or Canceled - - Unvested - June 30, 2017 801,760 $ 7.87 2.6 $ - Exercisable - June 30, 2017 801,760 $ 7.87 2.6 $ - A summary of the changes in the Company’s unvested warrants is as follows: Number of Warrants Weighted-Average Grant Date Fair Value Unvested - January 1, 2017 50,000 $ 6.32 Granted - - Vested (50,000) (6.32) Forfeited or Canceled - - Unvested - June 30, 2017 - $ - |
Schedule of Restricted Stock Activity | Restricted Stock A summary of the time-based restricted stock activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 258,787 $ 8.45 2.1 Granted 111,112 3.60 Vested (147,632) (5.75) Unvested - June 30, 2017 222,267 $ 7.82 2.4 |
Schedule of Restricted Stock Units Activity | Restricted Stock Units A summary of the time-based restricted stock units activity for the s ix months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 326,667 $ 8.52 2.5 Granted 160,000 4.19 Vested (78,333) (13.27) Unvested - June 30, 2017 408,334 $ 5.91 2.2 |
Schedule of Performance Stock Units Activity | A summary of the PSUs activity for the six months ended June 30, 2017 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Weighted-Average Remaining Contractual Life (in Years) (in thousands, except share and per share data) Unvested - January 1, 2017 2,803,367 $ 8.18 2.4 Granted 175,000 3.77 Vested (701,233) (10.97) Forfeited or Cancelled (451,500) (7.23) Unvested - June 30, 2017 1,825,634 $ 6.92 2.5 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Restructuring [Abstract] | |
Restructuring and Related Costs | Changes in the restructuring accruals during the six months ended June 30, 2017 were as follows: Severance & Related Benefits Contract Termination Costs Professional Fees Total Accrual (in thousands) Balance at January 1, 2017 $ - $ 1,500 $ - $ 1,500 Charges to expense - - - - Amounts paid - (1,500) - (1,500) Balance at June 30, 2017 $ - $ - $ - $ - |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jul. 31, 2016 | ||
Significant Accounting Policies [Line Items] | |||||||
Allowance for doubtful accounts receivable | $ 300,000 | $ 300,000 | $ 200,000 | ||||
Accounts receivable, net | 49,231,000 | 49,231,000 | 53,195,000 | ||||
Proceeds from sale of available-for-sale securities | 5,754,000 | 5,757,000 | |||||
Cost Basis | [1] | $ 7,673,000 | |||||
Realized loss on sale of available-for-sale securities | 1,916,000 | ||||||
Reclassified from accumulated other comprehensive loss | 1,500,000 | ||||||
Net revenue | $ 42,144,000 | $ 34,154,000 | $ 81,544,000 | $ 68,162,000 | |||
Fair value assumption method used | Black-Scholes valuation model | ||||||
Number of operating segments | segment | 1 | ||||||
Number of reportable segments | segment | 1 | ||||||
Gaiam Brand Holdco, LLC [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity method investment, noncontrolling interest | 49.90% | ||||||
Accounts Receivable [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 49.00% | 49.00% | |||||
Accounts Receivable [Member] | License One [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 21.00% | 14.00% | |||||
Accounts Receivable [Member] | License Two [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 14.00% | 13.00% | |||||
Accounts Receivable [Member] | License Three [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 14.00% | 12.00% | |||||
Accounts Receivable [Member] | License Four [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 10.00% | ||||||
Sales Revenue, Net [Member] | License One [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 12.00% | 13.00% | 12.00% | 12.00% | |||
Sales Revenue, Net [Member] | License Two [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 11.00% | 11.00% | 11.00% | 11.00% | |||
[1] | The cost basis is historical cost less other-than-temporary impairment. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Unrealized Gains And Losses On Available-For-Sale Securities) (Details) $ in Thousands | Dec. 31, 2016USD ($) | |
Unrealized Gain (Loss) on Investments [Abstract] | ||
Historical Cost | $ 12,048 | |
Cost Basis | 7,673 | [1] |
Estimated Fair Value | $ 7,673 | |
[1] | The cost basis is historical cost less other-than-temporary impairment. |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Basic and Diluted Weighted Average Common Shares Outstanding) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share [Abstract] | ||||
Basic weighted-average common shares outstanding | 62,925,565 | 62,062,714 | 62,693,925 | 61,636,291 |
Acquisition hold back shares | ||||
Warrants | ||||
Stock options | ||||
Performance based restricted stock | 131,253 | |||
Unvested restricted stock | 54,943 | 86,216 | ||
Diluted weighted-average common shares outstanding | 62,980,508 | 62,062,714 | 62,911,394 | 61,636,291 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Computation of Diluted EPS) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 1,405,249 | 902,660 | 1,305,249 | 1,218,067 |
Warrants [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 801,760 | 349,493 | 801,760 | 344,410 |
Performance Based Restricted Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 408,555 | 408,555 | ||
Acquisition hold back shares [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 347,527 | |||
Restricted Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 519,489 | 129,153 | 419,489 | 103,676 |
Equity Option [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 84,000 | 15,459 | 84,000 | 13,899 |
Fair Value Measurement of Fin34
Fair Value Measurement of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Gross licensing revenue payable, percentage | 3.50% | ||||
Licensing revenue payment period | 5 years | ||||
Interest Rate Cap [Member] | |||||
Derivative, notional amount | $ 500,000 | $ 500,000 | $ 500,000 | ||
Derivative, cap interest rate | 1.50% | ||||
Derivative, maturity date | Nov. 23, 2018 | Nov. 23, 2018 | |||
Interest Expense [Member] | |||||
Accretion expense | $ 100 | $ 100 | $ 100 | $ 100 |
Fair Value Measurement of Fin35
Fair Value Measurement of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | $ 7,673 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
LNT Contingent Earn Out | ||
Legacy Payments | 2,114 | 1,995 |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale securities | 7,673 | |
Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
LNT Contingent Earn Out | ||
Legacy Payments | 2,114 | 1,995 |
Interest Rate Cap [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 691 | 1,104 |
Interest Rate Cap [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 1,246 | 1,248 |
BoA Term Loans [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 558,828 | 551,324 |
BoA Term Loans [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 568,350 | 582,500 |
Revolving Loans [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | 80,156 | 60,755 |
Revolving Loans [Member] | Reported Value Measurement [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Nonrecurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt instrument, fair value disclosure | $ 80,500 | $ 80,500 |
Fair Value Measurement of Fin36
Fair Value Measurement of Financial Instruments (Schedule of Notional Amounts of Outstanding Derivative Positions) (Details) - Interest Rate Cap [Member] - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Derivatives, Fair Value [Line Items] | ||
Notional Value | $ 500,000 | $ 500,000 |
Derivative Liability | $ 555 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Millions | Jul. 01, 2016 | Jun. 30, 2017 | Jul. 31, 2016 |
Gaiam Brand Holdco, LLC [Member] | |||
Business acquisition, effective date of acquisition | Jul. 1, 2016 | ||
Payments to acquire businesses, net of cash acquired | $ 145.7 | ||
Other payments to acquire businesses | $ 1.9 | ||
Equity method investment, noncontrolling interest | 49.90% | ||
Gaiam Pty Limited [Member] | |||
Equity method investment, noncontrolling interest | 49.90% |
Acquistion (Schedule f Business
Acquistion (Schedule f Business Combination Purchase Price Allocation) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 304,123 | $ 307,744 | $ 314,288 |
Gaiam Brand Holdco, LLC [Member] | |||
Business combination, consideration transferred | 147,587 | ||
Goodwill | 1,084 | ||
Trademarks | 145,923 | ||
Equity method investment | 757 | ||
Customer agreements | 23 | ||
Accrued expenses | (200) | ||
Total allocated business combination | 147,587 | ||
Gaiam Brand Holdco, LLC [Member] | Scenario, Adjustment [Member] | |||
Goodwill | (3,621) | ||
Trademarks | 3,568 | ||
Equity method investment | $ 53 |
Goodwill (Summary of Goodwill)
Goodwill (Summary of Goodwill) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Schedule Of Goodwill [Line Items] | |||
Beginning Balance | $ 307,744,000 | $ 314,288,000 | |
Ending Balance | $ 304,123,000 | 304,123,000 | 307,744,000 |
Goodwill, impairment loss | $ 0 | 0 | |
Martha Stewart Living Omnimedia, Inc. [Member] | |||
Schedule Of Goodwill [Line Items] | |||
Adjustment | (11,249,000) | ||
Acquisition of Gaiam, Inc. Branded Consumer Business [Member] | |||
Schedule Of Goodwill [Line Items] | |||
(Adjustment for) and acquisition of Gaiam Brand Holdco, LLC | $ (3,621,000) | $ 4,705,000 |
Intangible Assets (Narrative) (
Intangible Assets (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Intangible Assets [Abstract] | ||||
Amortization expense | $ 0.2 | $ 0.4 | $ 0.5 | $ 0.7 |
Intangible Assets (Summary of I
Intangible Assets (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 9,028 | $ 9,015 |
Accumulated Amortization | (4,555) | (4,063) |
Intangible assets amortization, total | 4,473 | 4,952 |
Net Carrying Amount, Intangible Assets | 1,033,503 | 1,030,212 |
Trademarks [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | $ 1,029,030 | $ 1,025,260 |
Trademarks [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 15 years | 15 years |
Gross Carrying Amount | $ 4,994 | $ 4,981 |
Accumulated Amortization | (1,724) | (1,558) |
Intangible assets amortization, total | $ 3,270 | $ 3,423 |
Customer Contracts [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 4 years | 4 years |
Gross Carrying Amount | $ 2,832 | $ 2,832 |
Accumulated Amortization | (2,030) | (1,738) |
Intangible assets amortization, total | $ 802 | $ 1,094 |
Favorable Lease [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 2 years | 2 years |
Gross Carrying Amount | $ 537 | $ 537 |
Accumulated Amortization | $ (537) | $ (537) |
Patents [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 10 years | 10 years |
Gross Carrying Amount | $ 665 | $ 665 |
Accumulated Amortization | (264) | (230) |
Intangible assets amortization, total | $ 401 | $ 435 |
Intangible Assets (Future Annua
Intangible Assets (Future Annual Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Intangible Assets [Abstract] | ||
Remainder of 2017 | $ 423 | |
2,018 | 783 | |
2,019 | 592 | |
2,020 | 402 | |
2,021 | 399 | |
Thereafter | 1,874 | |
Intangible assets amortization, total | 4,473 | $ 4,952 |
Net Carrying Amount, Intangible Assets | $ 1,033,503 | $ 1,030,212 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) - USD ($) | Jul. 01, 2016 | Sep. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2016 |
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Long-term debt | $ 632,859,000 | $ 645,035,000 | ||
Debt instrument orderly liquidation value of registered trademarks percentage benchmark | 10.00% | |||
Interest Rate Cap [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Derivative, notional amount | $ 500,000,000 | $ 500,000,000 | ||
Derivative, cap interest rate | 1.50% | |||
Derivative, maturity date | Nov. 23, 2018 | Nov. 23, 2018 | ||
Revolving Credit Facility [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Line of credit facility, maximum borrowing capacity | $ 110,000,000 | |||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||
BoA Credit Agreement [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Proceeds from issuance of long-term debt | 287,500,000 | |||
Debt instrument, face amount | 415,000,000 | |||
Long-term debt | 258,000,000 | |||
Debt instrument covenant payment percentage of intellectual property disposed liquidation value | 50.00% | |||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 100.00% | |||
Debt instrument, covenant description | (i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended BoA Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ending September 30, 2018 and thereafter. | |||
Debt instrument, description | amounting to: (i) the loans outstanding under the Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property's orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 10.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. | |||
Debt instrument, covenant compliance | At June 30, 2016, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. | |||
BoA Term Loans [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Long-term debt | $ 568,350,000 | $ 582,500,000 | ||
Debt instrument, periodic payment | $ 5,000,000 | |||
Debt instrument, date of first required payment | Sep. 30, 2016 | |||
Tranche A [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Maximum loan to value ratio | 50.00% | |||
Tranche A [Member] | Notes Payable to Banks [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, face amount | 133,000,000 | |||
Long-term debt | 133,000,000 | |||
Tranche A [Member] | Notes Payable to Banks [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.50% | |||
Tranche A [Member] | Notes Payable to Banks [Member] | Base Rate [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% | |||
Tranche A [Member] | Revolving Credit Facility [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Line of credit facility, covenant terms | (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.33:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 2.50:100 and (b) with respect to any other increase, 2.40:1.00, subject to the satisfaction of certain conditions in the Amended BoA Credit Agreement. | |||
Tranche A -1 Term Loans [Member] | Scenario Plan Two [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.50% | |||
Tranche A -1 Term Loans [Member] | Scenario Plan Three [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.40% | |||
Tranche A -1 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 7.00% | |||
Tranche A -1 Term Loans [Member] | Base Rate [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 6.00% | |||
Tranche A -1 Term Loans [Member] | Notes Payable to Banks [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, face amount | 44,500,000 | |||
Long-term debt | 44,500,000 | |||
Revolving Loans [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Long-term debt | $ 80,500,000 | $ 80,500,000 | $ 80,500,000 | |
Maximum loan to value ratio | 50.00% | |||
Revolving Loans [Member] | Notes Payable to Banks [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 3.50% | |||
Revolving Loans [Member] | Notes Payable to Banks [Member] | Base Rate [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 2.50% | |||
GSO Credit Agreement [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument covenant payment percentage of intellectual property disposed liquidation value | 50.00% | |||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 100.00% | |||
Debt instrument, date of first required payment | Mar. 31, 2017 | |||
Consolidated first lien leverage ratio | 2.80% | |||
Debt instrument, covenant description | (a) in the event the consolidated total leverage ratio is at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio is less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio is less than 3.00:1.00, 0% thereof. Commencing on March 31, 2017, the loans under the Amended GSO Credit Agreement will amortize in quarterly installments, equal to 2.00% per annum | |||
Debt instrument consolidated total leverage ratio | 7.25% | |||
Amortization percentage for quarterly installments of the original aggregate principal amount | 2.00% | |||
Line of credit facility, interest rate description | (i) the LIBOR rate plus an applicable margin of 8.25% or 9.00% per annum or (ii) the base rate plus an applicable margin of 7.25% or 8.00% per annum, in each case based upon the consolidated total leverage ratio. | |||
GSO Credit Agreement [Member] | Scenario, Plan [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.50% | |||
Debt instrument consolidated total leverage ratio | 6.50% | 6.00% | ||
GSO Credit Agreement [Member] | Scenario Plan One [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument consolidated total leverage ratio | 6.00% | |||
GSO Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 8.25% | |||
GSO Credit Agreement [Member] | Base Rate [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, basis spread on variable rate | 7.25% | |||
GSO Credit Agreement Reinvestment Rights Scenario One [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 75.00% | |||
GSO Credit Agreement Reinvestment Rights Scenario Two [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 50.00% | |||
GSO Credit Agreement Reinvestment Rights Scenario Three [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 0.00% | |||
Maximum [Member] | Revolving Credit Facility [Member] | Scenario Plan One [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.33% | |||
Maximum [Member] | BoA Credit Agreement [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.80% | |||
Maximum [Member] | Tranche A [Member] | Scenario Plan One [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.33% | |||
Maximum [Member] | GSO Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 9.00% | |||
Maximum [Member] | GSO Credit Agreement [Member] | Base Rate [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument, interest rate, stated percentage | 8.00% | |||
Maximum [Member] | GSO Credit Agreement Reinvestment Rights Scenario Two [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument consolidated total leverage ratio | 4.00% | |||
Maximum [Member] | GSO Credit Agreement Reinvestment Rights Scenario Three [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument consolidated total leverage ratio | 3.00% | |||
Minimum [Member] | BoA Credit Agreement [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Consolidated first lien leverage ratio | 2.50% | |||
Minimum [Member] | GSO Credit Agreement Reinvestment Rights Scenario One [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument consolidated total leverage ratio | 4.00% | |||
Minimum [Member] | GSO Credit Agreement Reinvestment Rights Scenario Two [Member] | ||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||
Debt instrument consolidated total leverage ratio | 3.00% |
Long-Term Debt (Schedule of lon
Long-Term Debt (Schedule of long term debt) (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 | Jul. 01, 2016 |
Unamortized deferred financing costs | $ (15,991) | $ (17,965) | |
Total long-term debt, net of unamortized deferred financing costs | 632,859 | 645,035 | |
Less: current portion of long-term debt | 28,300 | 28,300 | |
Long term debt, noncurrent | 604,559 | 616,735 | |
BoA Credit Agreement [Member] | |||
Total long-term debt, net of unamortized deferred financing costs | $ 258,000 | ||
BoA Term Loans [Member] | |||
Total long-term debt, net of unamortized deferred financing costs | 568,350 | 582,500 | |
Revolving Loans [Member] | |||
Total long-term debt, net of unamortized deferred financing costs | $ 80,500 | $ 80,500 | $ 80,500 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Stockholder Class Action Lawsuits [Member] | |
Loss contingency, domicile of litigation | Court of Chancery of the State of Delaware |
Loss contingency, parties jointly and severally liable in litigation | the Old Sequential, MSLO, the MSLO board of directors, Madeline Merger Sub, Inc., Singer Merger Sub, Inc. and the Company as defendants |
Loss contingency, allegations | allege that (a) members of the MSLO board of directors breached their fiduciary duties and (b) Old Sequential, MSLO, Madeline Merger Sub, Inc., Singer Merger Sub Inc. and the Company aided and abetted such alleged breaches of fiduciary duties by the MSLO board of directors. |
Loss contingency, damages sought | The plaintiffs seek to recover unspecified damages allegedly sustained by the plaintiffs, restitution and disgorgement by Ms. Stewart, the recovery of plaintiffs' attorney's fees and other relief. |
Litigation Case One [Member] | |
Loss contingency, name of plaintiff | David Shaev Profit Sharing Plan f/b/o David Shaev |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | June 25, 2015 |
Litigation Case Two [Member] | |
Loss contingency, name of plaintiff | Malka Raul |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al |
Loss contingency, lawsuit filing date | June 26, 2015 |
Litigation Case Three [Member] | |
Loss contingency, name of plaintiff | Daniel Lisman |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | June 29, 2015 |
Litigation Case Four [Member] | |
Loss contingency, name of plaintiff | Matthew Sciabacucchi |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 2, 2015 |
Litigation Case Five [Member] | |
Loss contingency, name of plaintiff | Harold Litwin |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 5, 2015 |
Litigation Case Six [Member] | |
Loss contingency, name of plaintiff | Richard Schiffrin |
Loss contingency, name of defendant | Martha Stewart |
Loss contingency, lawsuit filing date | July 7, 2015 |
Litigation Case Seven [Member] | |
Loss contingency, name of plaintiff | Cedric Terrell |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 8, 2015 |
Litigation Case Eight [Member] | |
Loss contingency, name of plaintiff | Dorothy Moore |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 8, 2015 |
Litigation Case Nine [Member] | |
Loss contingency, name of plaintiff | Paul Dranove |
Loss contingency, name of defendant | Pierre De Villemejane. et. al. |
Loss contingency, lawsuit filing date | July 8, 2015 |
Litigation Case Ten [Member] | |
Loss contingency, name of plaintiff | Phuc Nguyen |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 10, 2015 |
Litigation Case Eleven [Member] | |
Loss contingency, name of plaintiff | Kenneth Steiner |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia Inc. et. al. |
Loss contingency, lawsuit filing date | July 16, 2015 |
Litigation Case Twelve [Member] | |
Loss contingency, name of plaintiff | Karen Gordon |
Loss contingency, name of defendant | Martha Stewart et. al. |
Loss contingency, parties jointly and severally liable in litigation | MSLO Board of Directors, Sequential, Madeline Merger Sub, Singer Merger |
Loss contingency, lawsuit filing date | July 27, 2015 |
Litigation Case Thirteen [Member] | |
Loss contingency, name of plaintiff | Anne Seader |
Loss contingency, name of defendant | Martha Stewart Living Omnimedia, Inc. et. al. |
Loss contingency, lawsuit filing date | July 28, 2015 |
Stock-based Compensation (Narra
Stock-based Compensation (Narrative) (Details) - USD ($) | Feb. 28, 2017 | Feb. 23, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, options | $ 0 | $ 0 | ||||
Granted, Options | ||||||
Former Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 20,000 | |||||
Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 12,000 | |||||
Employees and Consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 400,000 | |||||
Restricted stock awards, granted in period | 69,994 | |||||
Stock Appreciation Rights (SARs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 200,000 | $ 100,000 | $ 1,200,000 | 200,000 | ||
Unrecognized compensation expense, other than options | 1,800,000 | $ 1,800,000 | ||||
Unrecognized compensation expense, period for recognition | 2 years 2 months 12 days | |||||
Granted, Options | 111,112 | |||||
Stock Appreciation Rights (SARs) [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 | ||
Restricted stock awards, granted in period | 111,112 | 70,548 | 111,112 | 70,548 | ||
Stock granted, value, share-based compensation, gross | $ 400,000 | $ 400,000 | $ 400,000 | $ 400,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | 1 year | 1 year | 1 year | ||
Stock Appreciation Rights (SARs) [Member] | Chief Executive Officer [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 100,000 | 100,000 | ||||
Stock granted, value, share-based compensation, gross | $ 400,000 | $ 400,000 | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | ||||
Stock Appreciation Rights (SARs) [Member] | Former Chief Executive Officer [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Accelerated shares, vesting | 66,667 | |||||
Accelerated shares, compensation expense | $ 700,000 | |||||
Stock Appreciation Rights (SARs) [Member] | Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 60,000 | |||||
Stock granted, value, share-based compensation, gross | $ 300,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | |||||
Stock Appreciation Rights (SARs) [Member] | Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 35,000 | |||||
Stock granted, value, share-based compensation, gross | $ 300,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||
Stock Appreciation Rights (SARs) [Member] | Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 200,000 | $ 500,000 | $ 200,000 | $ 500,000 | ||
Unrecognized compensation expense, other than options | 800,000 | $ 800,000 | ||||
Unrecognized compensation expense, period for recognition | 2 years 4 months 24 days | |||||
Performance Based Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 0 | 1,000,000 | $ 3,500,000 | $ 2,300,000 | ||
Granted, Options | 175,000 | |||||
Performance Based Restricted Stock [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, other than options | $ 0 | $ 0 | ||||
Restricted stock awards, granted in period | 175,000 | 175,000 | ||||
Stock granted, value, share-based compensation, gross | $ 700,000 | $ 700,000 | ||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 3 years | ||||
Performance Based Restricted Stock [Member] | Former Chief Executive Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 60,000 | |||||
Accelerated shares, vesting | 200,000 | |||||
Accelerated shares, compensation expense | $ 2,900,000 | |||||
Performance Based Restricted Stock [Member] | Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards, granted in period | 36,000 | |||||
Performance Based Restricted Stock [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 0 | 0 | ||||
Restricted stock awards, granted in period | 30,000 | |||||
Stock granted, value, share-based compensation, gross | $ 200,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||
Performance Based Restricted Stock [Member] | Employees and Consultants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 600,000 | |||||
Restricted stock awards, granted in period | 164,978 | |||||
Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted, Options | ||||||
Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, other than options | 0 | $ 0 | ||||
Granted, Options | ||||||
Maximum [Member] | Stock Appreciation Rights (SARs) [Member] | Chief Executive Officer [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 100,000 | $ 100,000 | ||||
Maximum [Member] | Stock Appreciation Rights (SARs) [Member] | Chief Financial Officer [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense, other than options | 100,000 | 100,000 | ||||
Maximum [Member] | Stock Appreciation Rights (SARs) [Member] | Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 100,000 | 100,000 | 100,000 | $ 100,000 | ||
Maximum [Member] | Performance Based Restricted Stock [Member] | Employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 100,000 | 100,000 | ||||
Maximum [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | 100,000 | 100,000 | 100,000 | 100,000 | ||
Maximum [Member] | Warrants [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share-based compensation expense | $ 100,000 | $ 100,000 | $ 100,000 | $ 100,000 |
Stock-based Compensation (Summa
Stock-based Compensation (Summary of Stock Option Activity) (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted, Number of Options | ||
Vested, Number of Options | (5,000) | |
Vested, options Weighted Average Exercise Price | $ (1.96) | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Number of Options | 129,501 | |
Granted, Number of Options | ||
Exercised, Number of Options | ||
Forfeited or Canceled, Number of Options | (45,500) | |
Outstanding, Number of Options | 84,001 | 129,501 |
Exercisable, Number of Options | 84,001 | |
Outstanding, Weighted Average Exercise Price | $ 9.65 | |
Granted, Weighted Average Exercise Price | ||
Exercised, Weighted Average Exercise Price | ||
Forfeited or Canceled, Weighted Average Exercise Price | (11.49) | |
Outstanding, Weighted Average Exercise Price | 8.65 | $ 9.65 |
Exercisable, Weighted Average Exercise Price | $ 8.65 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | 2 years 3 months 19 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | |
Outstanding, Aggregate Intrinsic Value | ||
Exercisable, Aggregate Intrinsic Value |
Stock-based Compensation (Sched
Stock-based Compensation (Schedule of Nonvested Stock Options) (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Stock-based Compensation [Abstract] | |
Unvested - Outstanding, beginning | shares | 5,000 |
Granted, Options | shares | |
Vested, Number of Options | shares | (5,000) |
Forfeited or Cancelled, Options | shares | |
Unvested - Outstanding endingng | shares | |
Unvested, options - Weighted-Average Grant Date Fair Value | $ / shares | $ 1.96 |
Granted, options - Weighted-Average Grant Date Fair Value | $ / shares | |
Vested, options Weighted Average Exercise Price | $ / shares | (1.96) |
Forfeited or Cancelled, options Weighted Average Grant Date Fair Value | $ / shares | |
Unvested, options - Weighted-Average Grant Date Fair Value | $ / shares |
Stock-based Compensation (Sch49
Stock-based Compensation (Schedule of Warrants Activity and Nonvested Warrants) (Details) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Granted, Number of Options | ||
Vested, Number of Options | (5,000) | |
Vested, options Weighted Average Exercise Price | $ (1.96) | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested - Outstanding, beginning | 5,000 | |
Granted, Options | ||
Vested, Number of Options | (5,000) | |
Forfeited or Cancelled, Options | ||
Unvested - Outstanding endingng | 5,000 | |
Unvested, options - Weighted-Average Grant Date Fair Value | $ 1.96 | |
Granted, options - Weighted-Average Grant Date Fair Value | ||
Vested, options Weighted Average Exercise Price | (1.96) | |
Forfeited or Cancelled, options Weighted Average Grant Date Fair Value | ||
Unvested, options - Weighted-Average Grant Date Fair Value | $ 1.96 | |
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Number of Options | 258,787 | |
Granted, Number of Options | 111,112 | |
Outstanding, Number of Options | 222,267 | 258,787 |
Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 24 days | 2 years 1 month 6 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, Options | 111,112 | |
Granted, options - Weighted-Average Grant Date Fair Value | $ 3.60 | |
Performance Based Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Number of Options | 2,803,367 | |
Granted, Number of Options | 175,000 | |
Outstanding, Number of Options | 1,825,634 | 2,803,367 |
Weighted Average Remaining Contractual Life (in years) | 2 years 6 months | 2 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, Options | 175,000 | |
Forfeited or Cancelled, Options | (451,500) | |
Granted, options - Weighted-Average Grant Date Fair Value | $ 3.77 | |
Forfeited or Cancelled, options Weighted Average Grant Date Fair Value | $ (7.23) | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Number of Options | 129,501 | |
Granted, Number of Options | ||
Exercised, Number of Options | ||
Forfeited or Canceled, Number of Options | (45,500) | |
Outstanding, Number of Options | 84,001 | 129,501 |
Exercisable, Number of Options | 84,001 | |
Outstanding, Weighted Average Exercise Price | $ 9.65 | |
Granted, Weighted Average Exercise Price | ||
Exercised, Weighted Average Exercise Price | ||
Forfeited or Canceled, Weighted Average Exercise Price | (11.49) | |
Outstanding, Weighted Average Exercise Price | 8.65 | $ 9.65 |
Exercisable, Weighted Average Exercise Price | $ 8.65 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | 2 years 3 months 19 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 9 months 18 days | |
Outstanding, Aggregate Intrinsic Value | ||
Exercisable, Aggregate Intrinsic Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Granted, Options | ||
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding, Number of Options | 801,760 | |
Granted, Number of Options | ||
Exercised, Number of Options | ||
Vested, Number of Options | (50,000) | |
Forfeited or Canceled, Number of Options | ||
Outstanding, Number of Options | 801,760 | 801,760 |
Exercisable, Number of Options | 801,760 | |
Outstanding, Weighted Average Exercise Price | $ 7.87 | |
Granted, Weighted Average Exercise Price | ||
Vested, options Weighted Average Exercise Price | (6.32) | |
Exercised, Weighted Average Exercise Price | ||
Forfeited or Canceled, Weighted Average Exercise Price | ||
Outstanding, Weighted Average Exercise Price | 7.87 | $ 7.87 |
Exercisable, Weighted Average Exercise Price | $ 7.87 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 6 days | 3 years 1 month 6 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 6 days | |
Outstanding, Aggregate Intrinsic Value | $ 51 | |
Exercisable, Aggregate Intrinsic Value | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested - Outstanding, beginning | 50,000 | |
Granted, Options | ||
Vested, Number of Options | (50,000) | |
Unvested - Outstanding endingng | 50,000 | |
Unvested, options - Weighted-Average Grant Date Fair Value | $ 6.32 | |
Vested, options Weighted Average Exercise Price | $ (6.32) | |
Unvested, options - Weighted-Average Grant Date Fair Value | $ 6.32 |
Stock-based Compensation (Sum50
Stock-based Compensation (Summary of Restricted Stock Activity and Performance Stock Units) (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted, Number of Options | ||
Forfeited or Cancelled, Options | ||
Granted, Weighted Average Grant Date Fair Value | ||
Forfeited or Cancelled, options Weighted Average Grant Date Fair Value | ||
Stock Appreciation Rights (SARs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of Options | 258,787 | |
Granted, Number of Options | 111,112 | |
Vested, Number of Shares | (147,632) | |
Outstanding, Number of Options | 222,267 | 258,787 |
Outstanding, Weighted Average Exercise Price | $ 8.45 | |
Granted, Weighted Average Grant Date Fair Value | 3.60 | |
Vested, Weighted Average Grant Date Fair Value | (5.75) | |
Outstanding, Weighted Average Exercise Price | $ 7.82 | $ 8.45 |
Unvested, Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 24 days | 2 years 1 month 6 days |
Performance Based Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of Options | 2,803,367 | |
Granted, Number of Options | 175,000 | |
Vested, Number of Shares | (701,233) | |
Forfeited or Cancelled, Options | (451,500) | |
Outstanding, Number of Options | 1,825,634 | 2,803,367 |
Outstanding, Weighted Average Exercise Price | $ 8.18 | |
Granted, Weighted Average Grant Date Fair Value | 3.77 | |
Vested, Weighted Average Grant Date Fair Value | (10.97) | |
Forfeited or Cancelled, options Weighted Average Grant Date Fair Value | (7.23) | |
Outstanding, Weighted Average Exercise Price | $ 6.92 | $ 8.18 |
Unvested, Weighted Average Remaining Contractual Life (in years) | 2 years 6 months | 2 years 4 months 24 days |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Number of Options | 326,667 | |
Granted, Number of Options | 160,000 | |
Vested, Number of Shares | (78,333) | |
Outstanding, Number of Options | 408,334 | 326,667 |
Outstanding, Weighted Average Exercise Price | $ 8.52 | |
Granted, Weighted Average Grant Date Fair Value | 4.19 | |
Vested, Weighted Average Grant Date Fair Value | (13.27) | |
Outstanding, Weighted Average Exercise Price | $ 5.91 | $ 8.52 |
Unvested, Weighted Average Remaining Contractual Life (in years) | 2 years 2 months 12 days | 2 years 6 months |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) - USD ($) | Jul. 30, 2016 | Dec. 04, 2015 | Nov. 17, 2014 | Jul. 30, 2013 | Jan. 01, 2013 | Sep. 30, 2015 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Aug. 15, 2014 |
Related Party [Line Items] | ||||||||||||
Operating expenses | $ 17,900,000 | $ 20,920,000 | $ 41,308,000 | $ 42,897,000 | ||||||||
Proceeds from sale of available-for-sale securities | 5,754,000 | 5,757,000 | ||||||||||
Intangible asset agreement annual payment | 1,700,000 | $ 1,700,000 | ||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | ||||||||||||
FUL [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Business acquisition, percentage of voting interests acquired | 50.50% | |||||||||||
Payments to acquire businesses, net of cash acquired | $ 4,500,000 | |||||||||||
Income (loss) attributable to noncontrolling interest | 0 | 100,000 | $ 0 | 200,000 | ||||||||
Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 175,000 | |||||||||||
Tengram Capital Partners Gen2 Fund LP [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Percentage of beneficially owned outstanding common stock | 5.00% | |||||||||||
Tengram Capital Partners, L.P. [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Payments to acquire available-for-sale securities | $ 12,000,000 | |||||||||||
JALP [Member] | FUL [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | $ 8,900,000 | |||||||||||
ES Originals Inc [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Royalty revenue | 4,000,000 | 4,500,000 | $ 7,700,000 | 8,200,000 | ||||||||
Due from related parties, current | 7,200,000 | 7,200,000 | $ 7,100,000 | |||||||||
TCP Employee [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Operating expenses | 100,000 | 100,000 | 200,000 | 200,000 | ||||||||
Accounts payable, related parties, current | 0 | $ 0 | 0 | |||||||||
TCP Employee [Member] | Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Other than options, granted | 125,000 | |||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||||||||
TCP Employee [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Other than options, granted | 200,000 | 180,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||||||||
IP License Agreement and Intangible Asset Agreement [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Terms of agreement, description | for calendar years 2018 through 2020 exceed $195 million or the gross licensing revenues for calendar year 2020 equal or exceed $65 million. | |||||||||||
Aggregate gross revenues per agreement, benchmark | $ 195,000,000 | |||||||||||
Gross revenues per agreement, benchmark | $ 65,000,000 | |||||||||||
License agreement payments during period | $ 600,000 | |||||||||||
Accretion expense | 100,000 | 200,000 | 300,000 | 400,000 | ||||||||
IP License Agreement [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
License agreement annual payment | 1,300,000 | 1,300,000 | ||||||||||
License agreement payments during period | 400,000 | 700,000 | 400,000 | 700,000 | ||||||||
Due to related parties, current | 8,500,000 | 8,500,000 | 8,800,000 | |||||||||
IP License Agreement [Member] | Other Noncurrent Liabilities [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Due to related parties, current | 5,600,000 | 5,600,000 | 6,000,000 | |||||||||
IP License Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Due to related parties, current | 2,900,000 | 2,900,000 | 2,800,000 | |||||||||
TCP Agreement [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Receivables from series rendered for merger and acquisition | $ 1,000,000 | |||||||||||
License agreement annual payment | $ 900,000 | |||||||||||
TCP Agreement [Member] | Tengram Capital Partners, L.P. [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Operating expenses | 500,000 | 0 | 500,000 | 0 | ||||||||
Accounts payable, related parties, current | 0 | $ 0 | $ 0 | |||||||||
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 20.00% | |||||||||||
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 20.00% | |||||||||||
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 60.00% | |||||||||||
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 33.30% | |||||||||||
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 33.30% | |||||||||||
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance Based Restricted Stock [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
Share based compensation, vesting percentage | 33.40% | |||||||||||
Maximum [Member] | IP License Agreement and Intangible Asset Agreement [Member] | ||||||||||||
Related Party [Line Items] | ||||||||||||
License agreement payments during period | $ 100,000 | $ 100,000 | $ 100,000 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2016USD ($)employee | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, total | $ 300,000 | $ 2,800,000 | ||
Restructuring Reserve | $ 0 | $ 1,500,000 | ||
Accumualted restructuring charges to date | $ 10,500,000 | |||
Restructuring and related cost, number of positions eliminated | employee | 65 | |||
Other Restructuring Costs | $ 11,900,000 | |||
Professional Fees [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, total | 600,000 | |||
Asset Write-Offs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, total | 400,000 | |||
Employee Severance [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, total | 1,500,000 | |||
Contract Termination [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges, total | $ 300,000 | |||
Restructuring Reserve | $ 1,500,000 |
Restructuring (Changes in Restr
Restructuring (Changes in Restructuring Accruals) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Reserves and allowance deducted from asset accounts: | |||
Beginning Balance | $ 1,500,000 | ||
Charges to expense | $ 300,000 | $ 2,800,000 | |
Amounts paid | (1,500,000) | ||
Ending Balance | 0 | ||
Employee Severance [Member] | |||
Reserves and allowance deducted from asset accounts: | |||
Charges to expense | 1,500,000 | ||
Contract Termination [Member] | |||
Reserves and allowance deducted from asset accounts: | |||
Beginning Balance | 1,500,000 | ||
Charges to expense | 300,000 | ||
Amounts paid | $ (1,500,000) | ||
Professional Fees [Member] | |||
Reserves and allowance deducted from asset accounts: | |||
Charges to expense | $ 600,000 |