Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 14, 2020 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | Sequential Brands Group, Inc. | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 65,905,900 | |
Entity Central Index Key | 0001648428 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 11,293 | $ 6,264 |
Restricted cash | 2,047 | 2,043 |
Accounts receivable, net | 36,286 | 39,452 |
Prepaid expenses and other current assets | 7,739 | 4,228 |
Current assets from discontinued operations | 348 | 6,839 |
Total current assets | 57,713 | 58,826 |
Property and equipment, net | 2,042 | 5,349 |
Intangible assets, net | 499,158 | 599,967 |
Right-of-use assets - operating leases | 49,600 | 50,320 |
Other assets | 17,676 | 8,782 |
Total assets | 626,189 | 723,244 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 15,678 | 15,721 |
Current portion of long-term debt | 14,500 | 12,750 |
Current portion of deferred revenue | 7,032 | 6,977 |
Current portion of lease liabilities - operating leases | 3,040 | 3,035 |
Current liabilities from discontinued operations | 775 | 1,959 |
Total current liabilities | 41,025 | 40,442 |
Long-term debt, net of current portion | 438,894 | 433,250 |
Long-term deferred revenue, net of current portion | 3,699 | 4,604 |
Deferred income taxes | 12,860 | 14,351 |
Lease liabilities - operating leases, net of current portion | 53,401 | 54,168 |
Other long-term liabilities | 4,431 | 3,389 |
Total liabilities | 554,310 | 550,204 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock Series A, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at March 31, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value; 150,000,000 shares authorized; 67,077,494 and 66,877,494 shares issued at March 31, 2020 and December 31, 2019, respectively, and 65,905,900 and 65,780,738 shares outstanding at March 31, 2020 and December 31, 2019, respectively | 674 | 672 |
Additional paid-in capital | 514,719 | 514,496 |
Accumulated other comprehensive loss | (4,817) | (4,096) |
Accumulated deficit | (480,739) | (394,126) |
Treasury stock, at cost; 1,171,594 and 1,096,756 shares at March 31, 2020 and December 31, 2019, respectively | (3,260) | (3,230) |
Total Sequential Brands Group, Inc. and Subsidiaries stockholders' equity | 26,577 | 113,716 |
Noncontrolling interests | 45,302 | 59,324 |
Total equity | 71,879 | 173,040 |
Total liabilities and equity | $ 626,189 | $ 723,244 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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 | 67,077,494 | 66,877,494 |
Common stock, shares outstanding | 65,905,900 | 65,780,738 |
Treasury stock, shares | 1,171,594 | 1,096,756 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 20,231 | $ 25,524 |
Operating expenses | 17,707 | 15,546 |
Impairment charges | 85,590 | |
(Loss) income from operations | (83,066) | 9,978 |
Other expense (income) | (2,879) | 402 |
Interest expense, net | 12,443 | 13,853 |
Loss from continuing operations before income taxes | (98,388) | (3,473) |
Benefit from income taxes | (1,083) | (241) |
Loss from continuing operations | (97,305) | (3,232) |
Net loss (income) attributable to noncontrolling interests from continuing operations | 12,006 | (1,539) |
Loss from continuing operations attributable to Sequential Brands Group, Inc. and Subsidiaries | (85,299) | (4,771) |
Loss from discontinued operations, net of income taxes | (1,314) | (120,574) |
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries | $ (86,613) | $ (125,345) |
Loss per share from continuing operations: | ||
Basic and diluted | $ (1.30) | $ (0.07) |
Loss per share from discontinued operations: | ||
Basic and diluted | (0.02) | (1.88) |
Weighted-average common shares outstanding: | ||
Earnings (loss) per share, Basic and Diluted | $ (1.32) | $ (1.95) |
Basic and diluted ( in shares) | 65,424,308 | 64,221,687 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | 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 |
Balance at Dec. 31, 2018 | $ 273,918 | $ 657 | $ 513,764 | $ (1,554) | $ (234,723) | $ (4,226) | $ 70,726 | $ 344,644 |
Balance (in shares) at Dec. 31, 2018 | 65,990,179 | 1,662,597 | ||||||
Stock-based compensation | 726 | $ 5 | 721 | 726 | ||||
Stock-based compensation (in shares) | 457,734 | |||||||
Unrealized gain (loss) on interest rate, net of tax | (1,480) | (1,480) | (1,480) | |||||
Repurchase of common stock | (170) | $ (170) | (170) | |||||
Repurchase of common stock (in shares) | (134,839) | |||||||
Noncontrolling interest distribution | (1,093) | (1,093) | ||||||
Net income attributable to noncontrolling interest | 1,539 | 1,539 | ||||||
Net loss attributable to common stockholders | (125,345) | (125,345) | (125,345) | |||||
Balance at Mar. 31, 2019 | 147,649 | $ 662 | 514,485 | (3,034) | (360,068) | $ (4,396) | 71,172 | 218,821 |
Balance (in shares) at Mar. 31, 2019 | 66,447,913 | 1,797,436 | ||||||
Balance at Dec. 31, 2019 | 113,716 | $ 672 | 514,496 | (4,096) | (394,126) | $ (3,230) | 59,324 | 173,040 |
Balance (in shares) at Dec. 31, 2019 | 66,877,494 | (1,096,756) | ||||||
Stock-based compensation | 231 | $ 2 | 229 | 231 | ||||
Stock-based compensation (in shares) | 200,000 | |||||||
Shares issued from treasury stock | (6) | $ 6 | ||||||
Shares issued from treasury stock (in shares) | 23,063 | |||||||
Unrealized gain (loss) on interest rate, net of tax | (721) | (721) | (721) | |||||
Repurchase of common stock | (36) | $ (36) | (36) | |||||
Repurchase of common stock (in shares) | (97,901) | |||||||
Noncontrolling interest distribution | (2,016) | (2,016) | ||||||
Net income attributable to noncontrolling interest | (12,006) | (12,006) | ||||||
Net loss attributable to common stockholders | (86,613) | (86,613) | (86,613) | |||||
Balance at Mar. 31, 2020 | $ 26,577 | $ 674 | $ 514,719 | $ (4,817) | $ (480,739) | $ (3,260) | $ 45,302 | $ 71,879 |
Balance (in shares) at Mar. 31, 2020 | 67,077,494 | (1,171,594) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities | ||
Loss from continuing oerations | $ (97,305) | $ (3,232) |
Loss from discontinued operations, net of income taxes | (1,314) | (120,574) |
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities: | ||
Provision for bad debts | 2,368 | 80 |
Depreciation and amortization | 7,281 | 896 |
Stock-based compensation | 231 | 726 |
Amortization of deferred financing costs | 1,512 | 1,325 |
Impairment charges | 85,590 | |
(Gain) loss on equity securities | (84) | 328 |
Loss from equity method investment | 81 | |
Loss on interest rate swaps | 2,882 | |
Realized loss (gain) on equity securities | (300) | |
Amortization of operating leases | 1,683 | 1,544 |
Deferred income taxes | (1,491) | (39,087) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 798 | 3,734 |
Prepaid expenses and other assets | (1,087) | (978) |
Accounts payable and accrued expenses | (2,970) | 646 |
Deferred revenue | (850) | (287) |
Other liabilities | (1,404) | (1,534) |
Cash used in operating activities from continuing operations | (2,765) | (35,839) |
Cash used in financing activities from discontinued operations | 3,993 | 45,400 |
Cash provided by operating activities | 1,228 | 9,561 |
Cash flows from investing activities | ||
Investments in intangible assets, including registration and renewal costs | (20) | (26) |
Purchases of property and equipment | (5) | (11) |
Cash used in investing activities from continuing operations | (25) | (37) |
Cash used in investing activities from discontinued operations | (38) | |
Cash used in investing activities | (25) | (75) |
Cash flows from financing activities | ||
Proceeds from long-term debt | 8,382 | |
Payment of long-term debt | (2,500) | (7,075) |
Repurchases of common stock | (36) | (170) |
Noncontrolling interest distributions | (2,016) | (1,093) |
Cash provided by (used in) financing activities from continuing operations | 3,830 | (8,338) |
Cash used in financing activities from discontinued operations | (325) | |
Cash provided by (used in) financing activities | 3,830 | (8,663) |
Net decrease in cash and restricted cash | 5,033 | 823 |
Balance — Beginning of period | 8,307 | 16,138 |
Balance — End of period | 13,340 | 16,961 |
Reconciliation to amounts on consolidated balance sheets | ||
Total cash and restricted cash | 13,340 | 16,961 |
Supplemental disclosures of cash flow information | ||
Cash paid for: Interest | 11,353 | 14,420 |
Cash paid for: Taxes | 113 | 2 |
Non-cash investing and financing activities | ||
Accrued purchases of property and equipment at year end | 45 | |
Unrealized loss on interest rate swaps, net during the year | (721) | $ (1,480) |
Receivable for sale of trademark | $ 11,315 |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Organization and Nature of Operations [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 active and lifestyle 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 March 31, 2020, the Company had approximately one hundred licensees, with wholesale licensees comprising a significant majority. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant 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 of America (“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, 2019, as filed with the SEC on March 31, 2020, 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, 2019, 2018 and 2017. The financial information as of December 31, 2019 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, 2019. The interim results for March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis. As COVID-19 spread, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine continued to increase, which has affected retailers, as well as our licensees who sell to these retailers. These actions have caused many retailers carrying the Company’s branded products to close in March, April and May, which has affected retailers, as well as our licensees who sell to these retailers. As some (but not all) states relax restrictions, the Company is unsure when retailers will reopen, at what capacity, or if additional periods of store closures will be needed or mandated. The impacts of COVID-19 have adversely affected the Company’s near-term and long-term revenues, earnings, liquidity and cash flows as certain licensees have requested temporary relief or deferred making their scheduled payments. However, the Company is not currently able to predict the full impact of COVID-19 on its results of operations and cash flows. The Company has proactively taken steps to increase available cash on hand including utilizing revolver borrowings under the Third Amendment to the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A. as administrative and collateral agent (the “Amended BoA Credit Agreement”). During the three months ended March 31, 2020, the Company made net revolver borrowings of $7.1 million, excluding lender fees, under the Amended BoA Credit Agreement. As of March 31, 2020, the Company was party to the Amended BoA Credit Agreement and the Fourth Amendment to the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent (the “Amended Wilmington Credit Agreement”), referred to as its loan agreements (“Loan Agreements”). The Loan Agreements contain financial covenants and the Company is in compliance with its financial covenants included in its Loan Agreements as of March 31, 2020. However, as a result of the impacts of the COVID-19 pandemic, the Company is not currently forecasted to be able to comply, in the next twelve months, with certain of the financial covenants under the Amended Wilmington Credit Agreement. If the Company fails to comply with such financial covenants, an event of default under the Loan Agreements would be triggered and its obligations under the Loan Agreements may be accelerated. The Company’s management plans to work with lenders under the Amended Wilmington Credit Agreement to amend such financial covenants in the Loan Agreements in response to the current economic environment. However, there can be no assurance that such amendments would be agreed upon or approved by such lenders. Management is also continuing to evaluate strategic alternatives that would be both deleveraging and accretive. The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. Reclassification of Prior Periods On June 10, 2019, the Company completed the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”) entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. Due to the sale of MSLO during the second quarter of 2019 (see Note 3), in accordance with Accounting Standards Codification (“ASC”) 205, Discontinued Operations , we have classified the results of MSLO as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented. Additionally, the related assets and liabilities directly associated with MSLO are classified as held for disposition from discontinued operations in our condensed consolidated balance sheets for all periods presented. All amounts included in the notes to the condensed consolidated financial statements relate to continuing operations unless otherwise noted. 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. Discontinued Operations The Company accounted for the sale of MSLO in accordance with ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets (“ASC 360”) and Accounting Standards Update (“ASU”) No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The Company followed the held-for-sale criteria as defined in ASC 360. ASC 360 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which became effective for the Company as of January 1, 2018. ASC 606 requires a five-step approach to determine the appropriate method of revenue recognition for each contractual arrangement: Step 1: Identify the Contract(s) with a Customer Step 2: Identify the Performance Obligation(s) in the Contract Step 3: Determine the Transaction Price Step 4: Allocate the Transaction Price to the Performance Obligation(s) in the Contract Step 5: Recognize Revenue when (or as) the Entity Satisfies a Performance Obligation The Company has entered into various license agreements for its owned trademarks. Under ASC 606, the Company’s agreements are generally considered symbolic licenses, which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the intellectual property (“IP”) and benefiting from it throughout the license period. The Company assesses each license agreement at inception and determines the performance obligation(s) and appropriate revenue recognition method. As part of this process, the Company applies judgments based on historical trends when estimating future revenues and the period over which to recognize revenue. The Company generally recognizes revenue for license agreements under the following methods: 1. Licenses with guaranteed minimum royalties (“GMRs ”): Generally, guaranteed minimum royalty payments (fixed revenue) comprising the transaction price are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. 2. Licenses with both GMRs (fixed revenue) and earned royalties (variable revenue): Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimum payments for the period, as defined in each license agreement, will be exceeded. Additionally, the Company has categorized certain contracts as variable when there is a history and future expectation of exceeding GMRs. The Company recognizes income for these contracts during the period corresponding to the licensee’s sales. 3. Licenses that are sales-based only or earned royalties: Earned royalties (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Payments received as consideration for the grant of a license or advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized into revenue under the methods described above. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets. The Company disaggregates its revenue from continuing operations into two categories: licensing agreements and other, which is comprised of revenue from sources such as sales commissions and vendor placement commissions. Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned. 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. The Company adopted ASU 2016-13, Financial Statements – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. The primary impact to the Company is the timing of recording expected credit losses on its trade receivables. 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 $7.6 million and $5.8 million as of March 31, 2020 and December 31, 2019, respectively. The Company’s accounts receivable, net amounted to $36.3 million and $39.5 million as of March 31, 2020 and December 31, 2019, respectively. Two licensees accounted for approximately 54% (36% and 18%) of the Company’s total consolidated accounts receivable balance as of March 31, 2020 and two licensees accounted for approximately 51% (33%, and 18%) of the Company’s total consolidated accounts receivable balance as of December 31, 2019. The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience, however, the current environment as discussed previously may have a material impact on future collections. Investments The Company accounts for equity securities under ASC 321 , Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the condensed consolidated balance sheets and, at the time of purchase, are reported in the condensed consolidated statements of cash flows as an investing activity. Gains and losses on equity securities are recognized through continuing operations. The Company recognized a gain on its equity securities of less than $0.1 million and $0.3 million recorded in other expense (income) from continuing operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2020 and March 31, 2019, respectively. 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 months ended March 31, 2020 and 2019, is included in other expense (income) from continuing operations 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. Intangible Assets On an annual basis (October 1st) and as needed, the Company tests indefinite lived trademarks for impairment through the use of discounted cash flow models. Assumptions used in the Company’s discounted cash flow models include: (i) discount rates; (ii) projected average revenue growth rates; and (iii) projected long-term growth rates. The Company’s estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances. Other intangibles with determinable lives, including certain trademarks, customer agreements and patents, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 2 to 15 years). During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. Additionally, the Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The Company amortized $3.5 million related to this trademark during the three months ended March 31, 2020. On June 10, 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 3) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. These charges are included in discontinued operations in the unaudited condensed consolidated statements of operations. See Note 3 and Note 7. 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 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. Compensation cost is reduced for forfeitures as they occur in accordance with ASU 2016‑09, Simplifying the Accounting for Share-Based Payments (“ASU 2016‑09”). The Company adopted ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as of January 1, 2019 on a modified retrospective basis. In accordance with ASU 2018-07, the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant. Leases The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU No. 2016-02, Leases (“ASU 2016-02” or “ASC 842”) as of January 1, 2019 using the modified retrospective method as of the period of adoption. In accordance with ASU 2016-02, for leases over twelve months the Company records a right-of-use asset and a lease liability representing the present value of future lease payments. Rent expense is recognized on a straight-line basis over the term of the lease. Sublease income (in which we are the sublessor) is recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. The Company will test its right-of-use (“ROU”) assets for impairment in accordance with ASC 360. See Note 6 for further information. 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 increased its valuation allowance due to the expected full year net loss and the inability to rely on future forecasted operations due to the volatility in the economic environment caused by COVID-19. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense for corporate taxpayers from 30% of adjustable taxable income to 50% of adjustable taxable income for tax years beginning in 2019 and 2020, class life changes to qualified improvement property (in general, from 39 years to 15 years), acceleration of the ability for corporate taxpayers to recover alternative minimum tax (“AMT”) credits, suspension of 80% of taxable income limitation on the use of net operating losses (“NOLs”) for tax years beginning before January 1, 2021 and the ability to carry back NOLs incurred from tax years 2018 through 2020 up to the five preceding tax years. As a result of the CARES Act, it is anticipated that the Company will fully utilize all interest expense that was deferred beginning in 2018 with no additional disallowed interest expense in 2020. The Company had accrued for an AMT credit of less than $0.1 million which was recorded as a receivable as of March 31, 2020 and December 31, 2019; payment of this AMT credit is expected to be accelerated under the CARES Act. 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. During the three months ended March 31, 2020 and year ended December 31, 2019, the Company did not have any reserves or interest and penalties to record through current income tax expense in accordance with ASC 740, Income Taxes (“ASC 740”). 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, 2016 through December 31, 2019. Loss Per Share Basic loss per share (“EPS”) attributable to Sequential Brands Group, Inc. and Subsidiaries is computed by dividing net 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. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the three months ended March 31, 2020 and 2019. The computation of diluted EPS for the three months ended March 31, 2020 and 2019 excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Unvested restricted stock 311,511 492,619 Concentration of Credit Risk Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. 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 and restricted cash are deposited with high quality financial institutions. At times, however, such cash and restricted cash 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 March 31, 2020. Concentration of credit risk with respect to accounts receivable historically has been minimal, however, the current environment as discussed previously may have a material impact on future collections. The Company performs periodic credit evaluations of its customers’ financial condition. The Company adopted ASU 2016-13 effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable. Customer Concentrations The Company recorded net revenues from continuing operations of $20.2 million and $25.5 million during the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, three licensees represented at least 10% of net revenue from continuing operations, accounting for 20%, 16% and 15% of the Company’s net revenue from continuing operations. During the three months ended March 31, 2019, three licensees represented at least 10% of net revenue from continuing operations, accounting for 17%, 16% and 15% of the Company’s net revenue from continuing operations. 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. Noncontrolling Interest Noncontrolling interest recorded for the three months ended March 31, 2020 in continuing operations represents an income allocation to Elan Polo International, Inc., a member of DVS Footwear International, LLC and a loss allocation to With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). 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 offices or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from certain commissions. New Accounting Pronouncements ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU No. 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating its contracts and hedging relationships that reference LIBOR and the potential impact of adopting the new guidance. ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to intraperiod tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liab |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | 3. Discontinued Operations On June 10, 2019, the Company completed the sale of MSLO, a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to the Purchase Agreement with the Buyer entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. The Company recorded a pre-tax loss of $1.6 million on the sale of MSLO during the three months ended March 31, 2020 which is recorded in discontinued operations in the unaudited condensed consolidated statements of operations. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161. 2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. These charges are included in discontinued operations in the unaudited condensed consolidated statements of operations. The Company recorded a net loss from discontinued operations of $1.3 million and $120.6 million for the three months ended March 31, 2020 and 2019, respectively. The financial results of MSLO for the three months ended March 31, 2020 and 2019 are presented as loss from discontinued operations, net of taxes in the unaudited condensed consolidated statements of operations. The following table presents the discontinued operations in the unaudited condensed consolidated statements of operations: Three Months Ended March 31, 2020 2019 (in thousands) Net revenue $ - $ 11,388 Operating expenses - 7,225 Impairment charges - 161,224 Loss on sale of MSLO 1,592 - Loss from discontinued operations (1,592) (157,061) Other expense 124 100 Interest expense - 1,801 Loss from discontinued operations before income taxes (1,716) (158,962) Benefit from income taxes (402) (38,388) Loss from discontinued operations, net of income taxes $ (1,314) $ (120,574) The Company used cash proceeds from the MSLO sale to make mandatory prepayments of $109.6 million on the Revolving Credit Facility and voluntary prepayments of $44.4 million on its Tranche A-1 Term Loans (see Note 8) . In accordance with ASC 205-20-45-6, Presentation of Financial Statements – Discontinued Operations , the Company has allocated interest expense of $1.8 million for the three months ended March 31, 2019 related to the portion of debt that was required to be paid as part of the transaction and accretion on certain MSLO legacy and guaranteed payments. No interest expense was allocated for the three months ended March 31, 2020. During the three months ended March 31, 2019, the Company recorded $0.3 million in transaction costs directly related to the sale of MSLO which are recorded in discontinued operations in the unaudited condensed consolidated statements of operations. The following table presents the assets and liabilities from discontinued operations as of March 31, 2020 and December 31, 2019: March 31, December 31, 2020 2019 (in thousands) Carrying amount of assets included as part of discontinued operations: Current Assets: Prepaid expenses and other current assets $ 348 $ 6,839 Total current assets from discontinued operations $ 348 $ 6,839 Carrying amount of liabilities included as part of discontinued operations: Current Liabilities: Accounts payable and accrued expenses $ 775 $ 1,959 Total current liabilities from discontinued operations $ 775 $ 1,959 The prepaid expenses and other current assets at March 31, 2020 consists of a $0.3 million receivable due to the Company from the Buyer in accordance with the terms of the Purchase Agreement. The following table presents the cash flow from discontinued operations for the three months ended March 31, 2020 and 2019: Three Months Ended March 31, 2020 2019 (in thousands) Cash provided by discontinued operating activities $ 3,993 $ 45,400 Cash used in discontinued investing activities $ - $ (38) Cash used in discontinued financing activities $ - $ (325) Cash provided by discontinued operating activities was $4.0 million for the three months ended March 31, 2020 compared to $45.4 million for the three months ended March 31, 2019. The cash provided by discontinued operating activities for the three months ended March 31, 2020 is primarily due to receipt of a portion of the receivable due the Company from the Buyer in accordance with the terms of the Purchase Agreement. The cash provided by discontinued operating activities for the three months ended March 31, 2019 is primarily driven by the benefit from income taxes. The cash used in discontinued investing activities for the three months ended March 31, 2019 is related to purchases of property and equipment and investments in intangible assets. The cash used in discontinued financing activities for the three months ended March 31, 2019 is related to MSLO guaranteed payments. |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 4. 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. During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows, a Level 3 measurement within the fair value hierarchy. As of March 31, 2020 and December 31, 2019, there were no assets or liabilities that are required to be measured at fair value on a recurring basis, except for interest rate swaps and equity securities. 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 March 31, 2020 and December 31, 2019: Carrying Value Fair Value Financial Instrument Level 3/31/2020 12/31/2019 3/31/2020 12/31/2019 (in thousands) Equity securities 1 $ 131 $ 47 $ 131 $ 47 Interest rate swaps - liability 2 $ 9,991 $ 6,514 $ 9,991 $ 6,514 Term loans 2 $ 451,331 $ 453,831 $ 449,755 $ 451,483 Revolving loan 2 $ 22,740 $ 14,358 $ 22,734 $ 14,323 The carrying amounts of the Company’s cash, restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term maturities. In December 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions. The Company recorded its interest rates swaps in accounts payable and accrued expenses and other long-term liabilities on the condensed consolidated balance sheets at fair value using Level 2 inputs. The 2018 Swap Agreements have a $300 million notional value and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022. The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt. The 2018 Swap Agreements protect the Company from increases in changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional. The Company periodically assesses the effectiveness of the hedges (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship. To the extent a hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings. During the year ended December 31, 2019, the Company determined that a portion of one of the hedges was no longer effective due to the repayment of certain debt with the proceeds from the sale of MSLO (see Note 8). As a result, in accordance with ASC 815-30-40-6A, the Company de-designated it as a cash flow hedge. Changes in the fair value of the de-designated interest rate swap after the de-designation date are being recognized through continuing operations. The Company recorded a loss of $2.9 million in other expense from continuing operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2020, respectively. The components of the 2018 Swap Agreements as of March 31, 2020 are as follows: Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 300,000 $ — $ 9,991 For purposes of this fair value disclosure, the Company based its fair value estimate for the Term Loans and Revolving Loan (each, as defined in Note 8 – both under and prior to the amendment) 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 rates as of March 31, 2020 and December 31, 2019 for debt with similar risk characteristics and maturities. |
REVENUES
REVENUES | 3 Months Ended |
Mar. 31, 2020 | |
Revenue [Abstract] | |
REVENUES | 5. Revenues The Company has entered into various license agreements that provide revenues in exchange for use of the Company’s IP. Licensing agreements are the Company’s primary source of revenue. The Company also derives revenue from other sources such as sales commissions and vendor placement commissions. Disaggregated Revenue The following table presents revenue from continuing operations disaggregated by source: Three Months Ended March 31, 2020 2019 (in thousands) Licensing agreements $ 20,159 $ 25,368 Other 72 156 Total $ 20,231 $ 25,524 Contract Balances Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets. The below table summarizes the Company’s contract assets and contract liabilities: March 31, December 31, 2020 2019 (in thousands) Contract assets $ 1,151 $ 1,803 Contract liabilities 2,468 3,040 Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company has reviewed its various revenue streams for its existing contracts under the five-step approach. The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments (fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimums payments for the period, as defined in each license agreement, will be exceeded. Licensing for trademarks is the Company’s largest revenue source. Under ASC 606, the Company’s agreements are generally considered symbolic licenses which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the IP and benefiting from it throughout the license period. As such, the Company primarily records revenue from licenses on a straight-line basis over the license period as the performance obligation is satisfied over time. The Company applies its judgment based on historical trends when estimating future revenues and the period over which to recognize revenue when evaluating its licensing contracts. Deferred revenue will be recognized as the Company fulfills its performance obligations over periods of approximately one to five years. The below table summarizes amounts related to future performance obligations from continuing operations under fixed contractual arrangements as of March 31, 2020 and the periods in which they are expected to be earned and recognized as revenue: Remainder of 2020 2021 2022 2023 2024 Thereafter (in thousands) Future Performance Obligations $ 36,304 $ 34,475 $ 14,385 $ 11,087 $ 1,835 $ 480 The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts in accordance with the optional exemption allowed for under ASC 606. The Company has categorized certain contracts as variable when there is a history and future expectation of exceeding guaranteed minimum royalties. |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
LEASES | 6. Leases The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU 2016-02 as of January 1, 2019. The Company determines if an arrangement contains a lease and the lease term at contract inception based on the terms of each arrangement. The Company’s operating leases contain options to extend and early termination options. The Company will evaluate the terms on a lease-by-lease basis and include options to extend or early termination options when it is reasonably certain that the Company will exercise the option. For arrangements that are identified as leases and are over twelve months, the Company records a ROU asset and a lease liability representing the present value of future lease payments. Under ASC 842, the present value of future lease payments must be discounted by using the interest rate implicit in the lease, or if not readily determinable, its incremental borrowing rate. The Company used an average cost of debt of 6.76% as the discount rate for the leases as it is representative of the interest rate that would be charged to borrow an amount equal to the lease payments on a fully collateralized basis. The Company evaluates its ROU assets for impairment in accordance with ASC 360. No impairment of ROU assets existed as of March 31, 2020. The operating lease assets and liabilities recorded on the condensed consolidated balance sheet as of March 31, 2020 are summarized as follows: March 31, Classification on Balance Sheet 2020 Assets (in thousands) Non-current Right-of-use assets - operating leases $ 49,600 Liabilities Current Current portion of lease liabilities - operating leases $ 3,040 Non-current Lease liabilities - operating leases, net of current portion 53,401 Total operating lease liabilities $ 56,441 Weighted average remaining lease term (in years) 13.1 Rent expense is recognized on a straight-line basis over the term of the lease. Rent expense for operating leases was $1.7 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively. Sublease income (in which we are the sublessor) is recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. Sublease income was $0.3 million and $0.1 million for the three months ended March 31, 2020 and 2019, respectively. All of the aforementioned amounts are included in continuing operations. As of March 31, 2020, the maturities of the Company’s lease liabilities were as follows: Operating Leases (in thousands) Remainder of 2020 $ 5,082 2021 6,718 2022 6,721 2023 6,707 2024 6,856 Thereafter 53,809 Total minimum lease payments 85,893 Less: imputed interest 29,452 Lease liabilities $ 56,441 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | 7. Intangible Assets Intangible assets are summarized as follows: Gross Useful Lives Carrying Accumulated Net Carrying March 31, 2020 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 95,613 $ (8,435) $ 87,178 Customer agreements 4 2,200 (2,199) 1 Patents 10 95 (66) 29 $ 97,908 $ (10,700) 87,208 Indefinite-lived intangible assets: Trademarks 411,950 Intangible assets, net $ 499,158 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 12,491 $ (4,515) $ 7,976 Customer agreements 4 2,200 (2,198) 2 Patents 10 95 (64) 31 $ 14,786 $ (6,777) 8,009 Indefinite-lived intangible assets: Trademarks 591,958 Intangible assets, net $ 599,967 Estimated future annual amortization expense for intangible assets in service as of March 31, 2020 is summarized as follows: Years Ended December 31, (in thousands) Remainder of 2020 $ 11,769 2021 15,690 2022 15,668 2023 15,243 2024 14,178 Thereafter 14,660 $ 87,208 Amortization expense from continuing operations was approximately $3.9 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively. Finite-lived intangible assets represent trademarks, customer agreements and patents related to the Company’s brands. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. 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. Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. As of March 31, 2020, the trademarks of Jessica Simpson, AND1, Joe’s, GAIAM, Caribbean Joe, and Ellen Tracy have been determined to have indefinite useful lives, and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s unaudited condensed consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. The Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The Company amortized $3.5 million related to this trademark during the three months ended March 31, 2020. On October 24, 2019, a licensee for Avia exercised a purchase option in their existing license agreement to acquire ownership of the Avia trademark registered in China for $12.3 million, effective as of January 15, 2020. The $12.3 million is payable in installments over a period of three years as follows: $3.3 million on June 30, 2020, $5.0 million on June 30, 2021 and $4.0 million on June 30, 2022. In the event the licensee fails to pay the purchase price in full, the trademark reverts to the Company. The present value of the proceeds from the sale of $11.3 million are applied against the cost basis of the intangible asset on the Company’s condensed consolidated balance sheet as of March 31, 2020. When conducting its impairment assessment of indefinite-lived intangible assets, 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. The Company tests its indefinite-lived intangible assets for recovery in accordance with ASC‑820‑10‑55‑3D. When the income approach is used, fair value measurement reflects current market expectations about those future amounts. The income approach is based on the present value of future earnings expected to be generated by a business or asset. Income projections for a future period are discounted at a rate commensurate with the degree of risk associated with future proceeds. A residual or terminal value is also added to the present value of the income to quantify the value of the business beyond the projection period. As such, recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its expected future discounted 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. Assumptions used in our estimates are as follows: (i) discount rates; (ii) projected annual revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management which may change in the future based on period-specific facts and circumstances. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. In June 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks reflected in discontinued operations on the unaudited condensed consolidated statements of operations. The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 3) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors during the second quarter of 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. |
LONG-TERM DEBT
LONG-TERM DEBT | 3 Months Ended |
Mar. 31, 2020 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | 8. Long-Term Debt The components of long-term debt are as follows: March 31, December 31, 2020 2019 (in thousands) Secured Term Loans $ 451,331 $ 453,831 Revolving Credit Facility 22,740 14,358 Unamortized deferred financing costs (20,677) (22,189) Total long-term debt, net of unamortized deferred financing costs 453,394 446,000 Less: current portion of long-term debt 14,500 12,750 Long-term debt $ 438,894 $ 433,250 Debt Facilities On March 30, 2020, the Company entered into the Fourth Amendment to its Third Amended and Restated Credit Agreement (the “Amended Wilmington Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent (the “Wilmington Agent”) and the lenders party thereto (the “Wilmington Facility Loan Parties”). Pursuant to the Amended Wilmington Credit Agreement, no mandatory amortization payments are required until September 30, 2020. Thereafter, the loans under the Amended Wilmington Credit Agreement could be subject to quarterly amortization payments of approximately $2.1 million subject to consent by Bank of America, N.A., compared to quarterly amortization payments of $1.0 million under the current amendment. The Amended Wilmington Credit Agreement modifies the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks. The Amended Wilmington Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenants, except for the quarter ended March 31, 2020 which allows for netting of up to $10 million in cash. If the Consolidated Total Leverage Ratio is not equal to or less than 5:50:1:00 (on a pro forma basis) on July 31, 2020, Sequential shall amend its organization documents to add one new independent director acceptable to the lenders under the Amended Wilmington Credit Agreement to sit on its Board of Directors. On December 30, 2019, the Company entered into the Third Amendment to 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 (the “BoA Facility Loan Parties”) . The loans under the Amended BoA Credit Agreement will be subject to quarterly amortization payments of $2.5 million through September 30, 2020, $3.25 million through September 30, 2021 and $4.0 million for each fiscal quarter thereafter. The Amended BoA Credit Agreement modifies the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks and specifying the EBITDA amounts for the quarters ended March 31, 2019 and June 30, 2019. The Amended BoA Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenant. The Company reduced the available commitments under the revolving facility to $80 million. During the year ended December 31, 2019, the Company incurred $1.3 million in lender fees associated with the amendment which was recorded in deferred financing costs in accordance with ASC 470, Debt, and included in long-term debt, net of current portion in the condensed consolidated balance sheet. These fees are being amortized using the effective interest rate method over the remainder of the term of the Amended BoA Credit Agreement. On August 12, 2019, the Company entered into the Third Amendment to the Third Amended and Restated First Lien Credit Agreement (the “Wilmington Credit Agreement”) with the Wilmington Agent and the Wilmington Facility Loan Parties. Pursuant to the Wilmington Credit Agreement, no mandatory amortization payments are required until September 30, 2020. Thereafter, the loans under the Wilmington Credit Agreement will be subject to quarterly amortization payments of $1.0 million. Pursuant to the Wilmington Credit Agreement, no payment with proceeds of any consolidated excess cash flow will be required to be made prior to the fiscal year ending December 31, 2020. The Wilmington Credit Agreement modified the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks and specifying the EBITDA amounts for the quarters ended March 31, 2019 and June 30, 2019. The Wilmington Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenant. The Company also agreed under the Wilmington Credit Agreement not to borrow more than $30 million under the Bank of America Revolving Credit Facility. During the third quarter of 2019, the Company incurred $3.3 million in lender fees associated with the amendment which was recorded in deferred financing costs in accordance with ASC 470, Debt, and included in long-term debt, net of current portion in the condensed consolidated balance sheet. These fees are being amortized using the effective interest rate method over the remainder of the term of the Amended Wilmington Credit Agreement. On June 10, 2019, the Company completed the sale of MSLO. The Company used cash proceeds from the MSLO sale to make mandatory prepayments of $109.6 million of the Revolving Credit Facility and voluntary prepayments of $44.4 million on its Tranche A-1 Term Loans . On August 7, 2018 (the “Closing Date”), the Company and certain of its subsidiaries amended its (i) Third Amended and Restated First Lien Credit Agreement (the “BoA Credit Agreement”) with the BoA Facility Loan Parties and (ii) Wilmington Credit Agreement with the Wilmington Agent and the Wilmington Facility Loan Parties. The Company used a portion of the proceeds of the $335.0 million loans made to the Company under the Amended BoA Credit Agreement to prepay loans under the Wilmington Credit Agreement. The BoA Credit Agreement provides for several five-year senior secured credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $150.0 million (the “Amended Tranche A Loans”), (ii) Tranche A‑1 Term Loans in an aggregate principal amount of $70.0 million (the “Amended 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 $130.0 million (the “Revolving Credit Commitments” and, the loans under the Revolving Credit Commitments, the “Revolving Loans”). On the Closing Date, the total amount outstanding under the BoA Credit Agreement was $335.0 million, including (i) $150.0 million of Amended Tranche A Loans, (ii) $70.0 million of Amended Tranche A‑1 Loans and (iii) $115.0 million of Revolving Loans. The loans under the 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 loans under the BoA Credit Agreement provide for interest rate reductions if certain leverage ratios are achieved, with minimum interest rates equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.00% per annum or (b) the base rate plus 2.00% per annum and (ii) with respect to the Tranche A-1 Loans (a) the LIBOR rate plus 6.00% per annum or (b) the base rate plus 5.00% per annum. The undrawn portions of the Revolving Credit Commitments are subject to a commitment fee of 0.375% per annum. As of March 31, 2020, we had $7.0 million available under the current revolving credit facility (the “Revolving Credit Facility”) . See Note 12 for subsequent borrowings under the Revolving Credit Facility. The Company may make voluntary prepayments of the loans outstanding under the 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 BoA Credit Agreement. Additionally, the Company is mandated to make prepayments (without payment of a premium or penalty) under the BoA Credit Agreement amounting to: (i) the loans outstanding under the 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 Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. Per the Amended BoA Credit Agreement, the loans will be subject to quarterly amortization payments of $2.5 million through September 30, 2020, $3.25 million through September 30, 2021 and $4.0 million for each fiscal quarter thereafter. The 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 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 initially set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) decreasing over the term of the BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. The 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 BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of all amounts due under the 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 2.80:1.00 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, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the BoA Credit Agreement. At March 31, 2020, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. The Wilmington Credit Agreement provides for a five and a half-year $314.0 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 Wilmington Credit Agreement as would not have caused 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 Wilmington Credit Agreement. The loans under the Wilmington Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum. The Company may make voluntary prepayments of the loans outstanding under the Wilmington 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 Wilmington Credit Agreement. The Company is mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the Wilmington Credit Agreement amounting to: (i) where intellectual property was 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 was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was 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 was less than 3.00:1.00, 0% thereof. N o mandatory amortization payments are required until September 30, 2020. Thereafter, the loans under the Wilmington Credit Agreement will be subject to quarterly amortization payments of $1.0 million. Under the Amended Wilmington Credit Agreement, as described above, the loans could be subject to quarterly amortization payments of approximately $2.1 million subject to consent by Bank of America, N.A. The Wilmington Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Wilmington Facility Loan Parties and their subsidiaries. Moreover, the Wilmington Credit Agreement contains financial covenants that require the Wilmington 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 Wilmington Credit Agreement until reaching a final maximum ratio of 6.25:1.00 for the fiscal quarter ending September 30, 2022 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 3.875:1.00, decreasing over the term of the Wilmington Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. At March 31, 2020, the Company is in compliance with the covenants included in the Amended Wilmington Credit Agreement. However, as a result of the impacts of the COVID-19 pandemic, the Company is not currently forecasted to be able to comply, in the next twelve months, with certain of the financial covenants under the Amended Wilmington Credit Agreement. If the Company fails to comply with such financial covenants, an event of default under the Loan Agreements would be triggered and its obligations under the Loan Agreements may be accelerated. The Wilmington 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 Wilmington Agent, at the request of the lenders under the Wilmington 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 Wilmington Credit Agreement as would not have caused 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 Wilmington Credit Agreement. Interest Rate Swaps On December 10, 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions. The Company recorded its interest rate swaps in accrued expense and other long-term liabilities on the condensed consolidated balance sheets at fair value using Level 2 inputs. The 2018 Swap Agreements have a $300 million notional value, and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022. The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt. The 2018 Swap Agreements protect the Company from changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional. The Company periodically assesses the effectiveness of the hedges (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship. To the extent a hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings. During the year ended December 31, 2019, the Company determined that a portion of one of the hedges was no longer effective due to the repayment of certain debt with the proceeds from the sale of MSLO. Changes in the fair value of the de-designated interest rate swap after the de-designation date are being recognized through continuing operations. The Company recorded a loss of $2.9 million in other expense from continuing operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2020. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 9. Commitments and Contingencies Legal Matters The Company is in a dispute with a former licensee concerning certain payments allegedly owed to the licensee which the Company disputes. The Company intends to vigorously defend against these claims and pursue a counterclaim. Litigation costs in this matter may be significant. The Company was served with a lawsuit in March 2020 alleging among other things, trademark infringement on the Company’s Swisstech brand. The Company intends to vigorously defend against these claims and potentially pursue a counterclaim. Litigation costs in this matter may be significant. We have been cooperating with an investigation by the Securities and Exchange Commission (the “SEC”) into the Company’s controls and practices surrounding impairment analyses of goodwill and intangible assets in 2016 and 2017. In the late third quarter and the fourth quarter of 2019, the SEC began interviewing witnesses in connection with this matter. We believe we complied with GAAP during such periods in all financial matters including goodwill and intangible assets but can provide no assurance that the SEC will agree. We cannot predict the duration or outcome of this matter. Costs related to this matter may be significant. In addition, 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, results of operations or cash flows. 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. As of March 31, 2020, the Company had recorded $2.0 million in accrued expenses in the condensed consolidated balances sheets related to litigation contingencies and claims. Assignment Right The Company had entered into a license agreement for its Avia trademark which includes a clause that if the licensee pays to the Company cumulative total royalties of $100.0 million, the licensee has the right to require the Company to assign full title and ownership of the trademark to the licensee. The first term of the agreement ends on December 31, 2022, but automatically renews in three-year increments unless terminated by the licensee. Based on current projections, the option to exercise this right would come into effect in approximately six years. Until such time, the Company continues to pursue and sign license agreements outside the U.S. and within certain channels of distribution within the U.S. and collect royalties therefrom. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2020 | |
Stock-based Compensation [Abstract] | |
STOCK-BASED COMPENSATION | 10. Stock-based Compensation Stock Options The following table summarizes the Company’s stock option activity for the three months ended March 31, 2020: Weighted-Average Remaining Number of Weighted-Average Contractual Life Options Exercise Price (in Years) (in thousands, except share and per share data) Outstanding - January 1, 2020 29,501 $ 8.35 2.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at March 31, 2020 29,501 $ 8.35 2.1 Exercisable - March 31, 2020 29,501 $ 8.35 2.1 There was no compensation expense related to stock options for the three months ended March 31, 2020 and 2019. At March 31, 2020, there is no unrecognized compensation expense related to stock options and no unvested stock options. Warrants The following table summarizes the Company’s outstanding warrants for the three months ended March 31, 2020: Weighted-Average Remaining Number of Weighted-Average Contractual Life Warrants Exercise Price (in Years) (in thousands, except share and per share data) Outstanding - January 1, 2020 200,000 $ 13.32 5.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at March 31, 2020 200,000 $ 13.32 5.2 Exercisable - March 31, 2020 200,000 $ 13.32 5.2 There was no compensation expense related to warrants for the three months ended March 31, 2020 and 2019. At March 31, 2020, there is no unrecognized compensation expense related to warrants and no unvested warrants. Restricted Stock A summary of the Company’s time-based restricted stock activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 522,269 $ 0.85 0.5 Granted 200,000 0.37 Vested (200,000) (0.37) Unvested - March 31, 2020 522,269 $ 0.85 0.3 During the three months ended March 31, 2020, the Company granted 200,000 shares of time-based restricted stock to the Company’s Chief Executive Officer as an inducement grant. These shares had a grant date fair value of $0.1 million and vested on the grant date. The Company recorded $0.1 million during the three months ended March 31, 2020 as compensation expense from continuing operations pertaining to this grant. Total compensation expense from continuing operations related to time-based restricted stock grants for the three months ended March 31, 2020 and 2019 was $0.2 million and $0.1 million, respectively. Total unrecognized compensation expense from continuing operations related to time-based restricted stock grants at March 31, 2020 amounted to less than $0.1 million and is expected to be recognized over a weighted-average period of 0.3 years. Restricted Stock Units A summary of the Company’s time-based restricted stock units activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 428,309 $ 1.42 1.3 Granted 400,000 0.37 Vested (23,063) (2.71) Forfeited or canceled (50,000) (2.39) Unvested - March 31, 2020 755,246 $ 0.82 2.0 During the three months ended March 31, 2020, the Company granted 400,000 shares of time-based restricted stock to the Company’s Chief Executive Officer as an inducement grant. These shares had a grant date fair value of $0.1 million and vest over a period of three years. The Company recorded less than $0.1 million during the three months ended March 31, 2020 as compensation expense from continuing operations pertaining to this grant. The Company did not grant time-based restricted stock units during the three months ended March 31, 2019. Total compensation expense from continuing operations related to time-based restricted stock unit grants for the three months ended March 31, 2020 and 2019 was less than $0.1 million and $0.3 million, respectively. Total unrecognized compensation expense from continuing operations related to time-based restricted stock unit grants at March 31, 2020 amounted to $0.3 million and is expected to be recognized over a weighted-average period of 2.0 years. Performance Stock Units A summary of the Company’s PSUs activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 129,929 $ 4.51 — Granted 900,000 0.37 Vested — — Forfeited or canceled (129,929) (4.51) Unvested - March 31, 2020 900,000 $ 0.37 2.8 During the three months ended March 31, 2020, the Company granted 900,000 PSUs to the Company’s Chief Executive Officer as an inducement grant. These shares had a grant date fair value of $0.3 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 not record any compensation expense during the three months ended March 31, 2020 as the likelihood of these PSUs being earned was not considered probable. On March 27, 2019, the Compensation Committee voted to approve, on a discretionary basis, vesting of 231,396 PSUs to employees and consultants previously granted during the years ended December 31, 2016, 2017 and 2018 subject to achievement of certain of the Company’s performance metrics within each fiscal year. 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 $0.2 million was recorded as operating expenses from continuing operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019. No compensation expense was recorded for the three months ended March 31, 2020 due to the achievement of performance metrics not being deemed probable. Total compensation expense from continuing operations related to the PSUs for the three months ended March 31, 2019 was $0.2 million. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. 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 had engaged TCP, effective 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 time (the “TCP Agreement”). The TCP Agreement remained 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 was entitled to receive annual fees of $0.9 million beginning with fiscal 2014. The Amended TCP Agreement terminated as of December 31, 2019. The Company reimbursed TCP less than $0.1 million for the three months ended March 31, 2020 for out-of-pocket expenses in connection with their services. These amounts are included in operating expenses from continuing operations in the Company’s unaudited condensed consolidated financial statements. The Company paid TCP $0.2 million for services under the Amended TCP Agreement during the three months ended March 31, 2019. At March 31, 2020, there was $0.2 million due to TCP for services and less than $0.1 million due for reimbursement of expenses. At December 31, 2019, there was $0.2 million due to TCP for services and less than $0.1 million due for reimbursement of expenses. 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. In 2016, 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. In 2018, the TCP employee was granted 150,000 shares of time-based restricted stock units, vesting over a three year period and 300,000 shares of time-based restricted stock units, vesting over a three year period with 25% vesting immediately. The Company paid the TCP Employee $0.1 million for services under the consulting arrangement during the three months ended March 31, 2019. These amounts are included in operating expenses from continuing operations in the Company’s unaudited condensed consolidated financial statements. The Company and the TCP Employee terminated the consulting arrangement during the third quarter of 2019. The Company accelerated the vesting of the unvested shares of the TCP Employee’s time-based restricted stock units. At March 31, 2020 and December 31, 2019, no amounts were due to the TCP Employee. Transactions with Tommie Copper, Inc. The Company entered into an agreement with Tommie Copper, Inc. (“TCI”), an affiliate of TCP, under which the Company received a fee for facilitating certain distribution arrangements. During the three months ended March 31, 2020, the Company reserved $0.1 million related to the outstanding current receivable balance. At December 31, 2019, the Company had a net current receivable of $0.1 million due from TCI. 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 $1.2 million of revenue from continuing operations for each of the three-month periods ended March 31, 2020 and 2019, respectively, for royalties, commission, and advertising revenue earned from ESO license agreements. At March 31, 2020 and December 31, 2019, the Company had recorded $3.1 million and $2.8 million, respectively, as accounts receivable from ESO in the condensed consolidated balance sheets. At December 31, 2019, the Company had recorded $0.2 million as a long-term receivable in other assets from ESO in the condensed consolidated balance sheets. In addition, the Company had entered into a license-back agreement with ESO under which the Company reacquired the rights to certain international territories in order to re-license these rights to an unrelated party. No license-back expense was recorded for the three months ended March 31, 2020. The Company recorded less than $0.1 million in license-back expense from continuing operations for the three months ended March 31, 2019. Transactions with Centric Brands Inc. During the fourth quarter of 2018, Centric Brands, Inc. (“Centric”) , an affiliate of TCP, acquired a significant portion of Global Brands Group Holding Limited’s (“GBG”) North American licensing business. During the fourth quarter of 2019, the Company and Centric entered into a license agreement under the Jessica Simpson brand in addition to its existing license for the Joe’s brands. The Company recorded approximately $1.7 million for royalty revenue earned from the Centric license agreements for each of the three-month periods ended March 31, 2020 and 2019. At March 31, 2020 and December 31, 2019, the Company had $1.0 million recorded as accounts receivable from Centric in the condensed consolidated balance sheets. At March 31, 2020 and December 31, 2019, the Company had accrued $0.9 million payable as accounts payable and accrued expenses to Centric in the condensed consolidated balance sheets. IP License Agreement and Intangible Asset Agreement On June 10, 2019, the Company completed the sale of MSLO. In connection with the transactions contemplated by the previous 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 granted the Company the right to use of certain properties owned by Ms. Stewart. The Company paid Lifestyle Research Center LLC $0.5 million in connection with other related services under the Intangible Asset Agreement during the three months ended March 31, 2019 which is recorded in discontinued operations on the unaudited condensed consolidated statements of operations. The Intangible Asset Agreement with the Company ended as of June 10, 2019. During the three months ended March 31, 2019, the Company paid $0.3 million to Ms. Stewart in connection with the terms of the IP License Agreement. The IP License Agreement with the Company ended as of June 10, 2019. During the three months ended March 31, 2019, the Company expensed non-cash interest of $0.1 million related to the accretion of the present value of these guaranteed contractual payments, which is recorded in discontinued operations on the unaudited condensed consolidated statements of operations. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events | |
Subsequent Events | 12. Subsequent Events Subsequent to March 31, 2020, and through May 20, 2020, the Company made net borrowings of $7.0 million on its Revolving Credit Facility. As of May 20, 2020, the Company is fully drawn down under its Revolving Credit Facility. On May 18, 2020, the Company received loan proceeds of $769,295.00 from a promissory note issued by Bank of America, N.A., under the Paycheck Protection Program (“PPP”) which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term on the loan is two years and the annual interest rate is 1.00%. Payments of principal and interest are deferred for the first six months of the loan. The Company received consent from its lenders under the Amended Wilmington Credit Agreement. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loans granted under PPP. Such forgiveness will be determined based on the use of the loan proceeds for payroll costs, rent and utility expenses and the maintenance of workforce and compensation levels with certain limitations. There is uncertainty around the standards and operation of the PPP, and no assurance is provided that the Company will obtain forgiveness in whole or in part. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant 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 of America (“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, 2019, as filed with the SEC on March 31, 2020, 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, 2019, 2018 and 2017. The financial information as of December 31, 2019 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, 2019. The interim results for March 31, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim periods. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis. As COVID-19 spread, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine continued to increase, which has affected retailers, as well as our licensees who sell to these retailers. These actions have caused many retailers carrying the Company’s branded products to close in March, April and May, which has affected retailers, as well as our licensees who sell to these retailers. As some (but not all) states relax restrictions, the Company is unsure when retailers will reopen, at what capacity, or if additional periods of store closures will be needed or mandated. The impacts of COVID-19 have adversely affected the Company’s near-term and long-term revenues, earnings, liquidity and cash flows as certain licensees have requested temporary relief or deferred making their scheduled payments. However, the Company is not currently able to predict the full impact of COVID-19 on its results of operations and cash flows. The Company has proactively taken steps to increase available cash on hand including utilizing revolver borrowings under the Third Amendment to the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A. as administrative and collateral agent (the “Amended BoA Credit Agreement”). During the three months ended March 31, 2020, the Company made net revolver borrowings of $7.1 million, excluding lender fees, under the Amended BoA Credit Agreement. As of March 31, 2020, the Company was party to the Amended BoA Credit Agreement and the Fourth Amendment to the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent (the “Amended Wilmington Credit Agreement”), referred to as its loan agreements (“Loan Agreements”). The Loan Agreements contain financial covenants and the Company is in compliance with its financial covenants included in its Loan Agreements as of March 31, 2020. However, as a result of the impacts of the COVID-19 pandemic, the Company is not currently forecasted to be able to comply, in the next twelve months, with certain of the financial covenants under the Amended Wilmington Credit Agreement. If the Company fails to comply with such financial covenants, an event of default under the Loan Agreements would be triggered and its obligations under the Loan Agreements may be accelerated. The Company’s management plans to work with lenders under the Amended Wilmington Credit Agreement to amend such financial covenants in the Loan Agreements in response to the current economic environment. However, there can be no assurance that such amendments would be agreed upon or approved by such lenders. Management is also continuing to evaluate strategic alternatives that would be both deleveraging and accretive. The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. The condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. |
Reclassification of Prior Periods | Reclassification of Prior Periods On June 10, 2019, the Company completed the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”) entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. Due to the sale of MSLO during the second quarter of 2019 (see Note 3), in accordance with Accounting Standards Codification (“ASC”) 205, Discontinued Operations , we have classified the results of MSLO as discontinued operations in our unaudited condensed consolidated statements of operations and cash flows for all periods presented. Additionally, the related assets and liabilities directly associated with MSLO are classified as held for disposition from discontinued operations in our condensed consolidated balance sheets for all periods presented. All amounts included in the notes to the condensed consolidated financial statements relate to continuing operations unless otherwise noted. |
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. |
Discontinued Operations | Discontinued Operations The Company accounted for the sale of MSLO in accordance with ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets (“ASC 360”) and Accounting Standards Update (“ASU”) No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The Company followed the held-for-sale criteria as defined in ASC 360. ASC 360 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), which became effective for the Company as of January 1, 2018. ASC 606 requires a five-step approach to determine the appropriate method of revenue recognition for each contractual arrangement: Step 1: Identify the Contract(s) with a Customer Step 2: Identify the Performance Obligation(s) in the Contract Step 3: Determine the Transaction Price Step 4: Allocate the Transaction Price to the Performance Obligation(s) in the Contract Step 5: Recognize Revenue when (or as) the Entity Satisfies a Performance Obligation The Company has entered into various license agreements for its owned trademarks. Under ASC 606, the Company’s agreements are generally considered symbolic licenses, which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the intellectual property (“IP”) and benefiting from it throughout the license period. The Company assesses each license agreement at inception and determines the performance obligation(s) and appropriate revenue recognition method. As part of this process, the Company applies judgments based on historical trends when estimating future revenues and the period over which to recognize revenue. The Company generally recognizes revenue for license agreements under the following methods: 1. Licenses with guaranteed minimum royalties (“GMRs ”): Generally, guaranteed minimum royalty payments (fixed revenue) comprising the transaction price are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. 2. Licenses with both GMRs (fixed revenue) and earned royalties (variable revenue): Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimum payments for the period, as defined in each license agreement, will be exceeded. Additionally, the Company has categorized certain contracts as variable when there is a history and future expectation of exceeding GMRs. The Company recognizes income for these contracts during the period corresponding to the licensee’s sales. 3. Licenses that are sales-based only or earned royalties: Earned royalties (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Payments received as consideration for the grant of a license or advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized into revenue under the methods described above. Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets. The Company disaggregates its revenue from continuing operations into two categories: licensing agreements and other, which is comprised of revenue from sources such as sales commissions and vendor placement commissions. Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned. |
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. The Company adopted ASU 2016-13, Financial Statements – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption did not have a material impact on the Company’s unaudited condensed consolidated financial statements. The primary impact to the Company is the timing of recording expected credit losses on its trade receivables. 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 $7.6 million and $5.8 million as of March 31, 2020 and December 31, 2019, respectively. The Company’s accounts receivable, net amounted to $36.3 million and $39.5 million as of March 31, 2020 and December 31, 2019, respectively. Two licensees accounted for approximately 54% (36% and 18%) of the Company’s total consolidated accounts receivable balance as of March 31, 2020 and two licensees accounted for approximately 51% (33%, and 18%) of the Company’s total consolidated accounts receivable balance as of December 31, 2019. The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience, however, the current environment as discussed previously may have a material impact on future collections. |
Investments | Investments The Company accounts for equity securities under ASC 321 , Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the condensed consolidated balance sheets and, at the time of purchase, are reported in the condensed consolidated statements of cash flows as an investing activity. Gains and losses on equity securities are recognized through continuing operations. The Company recognized a gain on its equity securities of less than $0.1 million and $0.3 million recorded in other expense (income) from continuing operations in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2020 and March 31, 2019, respectively. |
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 months ended March 31, 2020 and 2019, is included in other expense (income) from continuing operations 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. |
Intangible Assets | Intangible Assets On an annual basis (October 1st) and as needed, the Company tests indefinite lived trademarks for impairment through the use of discounted cash flow models. Assumptions used in the Company’s discounted cash flow models include: (i) discount rates; (ii) projected average revenue growth rates; and (iii) projected long-term growth rates. The Company’s estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances. Other intangibles with determinable lives, including certain trademarks, customer agreements and patents, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 2 to 15 years). During the three months ended March 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. Additionally, the Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The Company amortized $3.5 million related to this trademark during the three months ended March 31, 2020. On June 10, 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 3) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. These charges are included in discontinued operations in the unaudited condensed consolidated statements of operations. See Note 3 and Note 7. |
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 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. Compensation cost is reduced for forfeitures as they occur in accordance with ASU 2016‑09, Simplifying the Accounting for Share-Based Payments (“ASU 2016‑09”). The Company adopted ASU No. 2018-07, Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as of January 1, 2019 on a modified retrospective basis. In accordance with ASU 2018-07, the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant. |
Leases | Leases The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU No. 2016-02, Leases (“ASU 2016-02” or “ASC 842”) as of January 1, 2019 using the modified retrospective method as of the period of adoption. In accordance with ASU 2016-02, for leases over twelve months the Company records a right-of-use asset and a lease liability representing the present value of future lease payments. Rent expense is recognized on a straight-line basis over the term of the lease. Sublease income (in which we are the sublessor) is recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. The Company will test its right-of-use (“ROU”) assets for impairment in accordance with ASC 360. See Note 6 for further information. |
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 increased its valuation allowance due to the expected full year net loss and the inability to rely on future forecasted operations due to the volatility in the economic environment caused by COVID-19. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense for corporate taxpayers from 30% of adjustable taxable income to 50% of adjustable taxable income for tax years beginning in 2019 and 2020, class life changes to qualified improvement property (in general, from 39 years to 15 years), acceleration of the ability for corporate taxpayers to recover alternative minimum tax (“AMT”) credits, suspension of 80% of taxable income limitation on the use of net operating losses (“NOLs”) for tax years beginning before January 1, 2021 and the ability to carry back NOLs incurred from tax years 2018 through 2020 up to the five preceding tax years. As a result of the CARES Act, it is anticipated that the Company will fully utilize all interest expense that was deferred beginning in 2018 with no additional disallowed interest expense in 2020. The Company had accrued for an AMT credit of less than $0.1 million which was recorded as a receivable as of March 31, 2020 and December 31, 2019; payment of this AMT credit is expected to be accelerated under the CARES Act. 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. During the three months ended March 31, 2020 and year ended December 31, 2019, the Company did not have any reserves or interest and penalties to record through current income tax expense in accordance with ASC 740, Income Taxes (“ASC 740”). 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, 2016 through December 31, 2019. |
Loss Per Share | Loss Per Share Basic loss per share (“EPS”) attributable to Sequential Brands Group, Inc. and Subsidiaries is computed by dividing net 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. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the three months ended March 31, 2020 and 2019. The computation of diluted EPS for the three months ended March 31, 2020 and 2019 excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended March 31, 2020 2019 Unvested restricted stock 311,511 492,619 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. 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 and restricted cash are deposited with high quality financial institutions. At times, however, such cash and restricted cash 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 March 31, 2020. Concentration of credit risk with respect to accounts receivable historically has been minimal, however, the current environment as discussed previously may have a material impact on future collections. The Company performs periodic credit evaluations of its customers’ financial condition. The Company adopted ASU 2016-13 effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable. |
Customer Concentrations | Customer Concentrations The Company recorded net revenues from continuing operations of $20.2 million and $25.5 million during the three months ended March 31, 2020 and 2019, respectively. During the three months ended March 31, 2020, three licensees represented at least 10% of net revenue from continuing operations, accounting for 20%, 16% and 15% of the Company’s net revenue from continuing operations. During the three months ended March 31, 2019, three licensees represented at least 10% of net revenue from continuing operations, accounting for 17%, 16% and 15% of the Company’s net revenue from continuing operations. |
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. |
Noncontrolling Interest | Noncontrolling Interest Noncontrolling interest recorded for the three months ended March 31, 2020 in continuing operations represents an income allocation to Elan Polo International, Inc., a member of DVS Footwear International, LLC and a loss allocation to With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). |
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 offices or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from certain commissions. |
New Accounting Pronouncements | New Accounting Pronouncements ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In March 2020, the FASB issued ASU No. 2020-04 , Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU No. 2020-04”), which provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. ASU 2020-04 is effective upon issuance and can be applied through December 31, 2022. The Company is currently evaluating its contracts and hedging relationships that reference LIBOR and the potential impact of adopting the new guidance. ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to intraperiod tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities related to outside basis differences. The standard also simplifies GAAP for other areas of ASC 740 by clarifying and amending existing guidance related to accounting for franchise taxes and accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual and interim periods beginning after December 15, 2020, and early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 to have a material impact on the Company’s condensed consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Earnings Per Share, Basic and Diluted | Three Months Ended March 31, 2020 2019 Unvested restricted stock 311,511 492,619 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations unaudited condensed consolidated statements of operations | Three Months Ended March 31, 2020 2019 (in thousands) Net revenue $ - $ 11,388 Operating expenses - 7,225 Impairment charges - 161,224 Loss on sale of MSLO 1,592 - Loss from discontinued operations (1,592) (157,061) Other expense 124 100 Interest expense - 1,801 Loss from discontinued operations before income taxes (1,716) (158,962) Benefit from income taxes (402) (38,388) Loss from discontinued operations, net of income taxes $ (1,314) $ (120,574) |
Schedule of discontinued operations balance sheet | March 31, December 31, 2020 2019 (in thousands) Carrying amount of assets included as part of discontinued operations: Current Assets: Prepaid expenses and other current assets $ 348 $ 6,839 Total current assets from discontinued operations $ 348 $ 6,839 Carrying amount of liabilities included as part of discontinued operations: Current Liabilities: Accounts payable and accrued expenses $ 775 $ 1,959 Total current liabilities from discontinued operations $ 775 $ 1,959 |
Schedule of discontinued operations cash flow | Three Months Ended March 31, 2020 2019 (in thousands) Cash provided by discontinued operating activities $ 3,993 $ 45,400 Cash used in discontinued investing activities $ - $ (38) Cash used in discontinued financing activities $ - $ (325) |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Carrying Value Fair Value Financial Instrument Level 3/31/2020 12/31/2019 3/31/2020 12/31/2019 (in thousands) Equity securities 1 $ 131 $ 47 $ 131 $ 47 Interest rate swaps - liability 2 $ 9,991 $ 6,514 $ 9,991 $ 6,514 Term loans 2 $ 451,331 $ 453,831 $ 449,755 $ 451,483 Revolving loan 2 $ 22,740 $ 14,358 $ 22,734 $ 14,323 |
Schedule of Notional Amounts of Outstanding Derivative Positions | Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 300,000 $ — $ 9,991 |
REVENUES (Tables)
REVENUES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue [Abstract] | |
Disaggregated Revenue | The following table presents revenue from continuing operations disaggregated by source: Three Months Ended March 31, 2020 2019 (in thousands) Licensing agreements $ 20,159 $ 25,368 Other 72 156 Total $ 20,231 $ 25,524 |
Contract Balances | The below table summarizes the Company’s contract assets and contract liabilities: March 31, December 31, 2020 2019 (in thousands) Contract assets $ 1,151 $ 1,803 Contract liabilities 2,468 3,040 |
Future Performance Obligations | The below table summarizes amounts related to future performance obligations from continuing operations under fixed contractual arrangements as of March 31, 2020 and the periods in which they are expected to be earned and recognized as revenue: Remainder of 2020 2021 2022 2023 2024 Thereafter (in thousands) Future Performance Obligations $ 36,304 $ 34,475 $ 14,385 $ 11,087 $ 1,835 $ 480 |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Summary of operating lease assets and liabilities recorded on the balance sheet | March 31, Classification on Balance Sheet 2020 Assets (in thousands) Non-current Right-of-use assets - operating leases $ 49,600 Liabilities Current Current portion of lease liabilities - operating leases $ 3,040 Non-current Lease liabilities - operating leases, net of current portion 53,401 Total operating lease liabilities $ 56,441 Weighted average remaining lease term (in years) 13.1 |
Summary of maturities of the Company’s lease liabilities | As of March 31, 2020, the maturities of the Company’s lease liabilities were as follows: Operating Leases (in thousands) Remainder of 2020 $ 5,082 2021 6,718 2022 6,721 2023 6,707 2024 6,856 Thereafter 53,809 Total minimum lease payments 85,893 Less: imputed interest 29,452 Lease liabilities $ 56,441 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Intangible Assets [Abstract] | |
Summary of Intangible Assets | Gross Useful Lives Carrying Accumulated Net Carrying March 31, 2020 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 95,613 $ (8,435) $ 87,178 Customer agreements 4 2,200 (2,199) 1 Patents 10 95 (66) 29 $ 97,908 $ (10,700) 87,208 Indefinite-lived intangible assets: Trademarks 411,950 Intangible assets, net $ 499,158 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 12,491 $ (4,515) $ 7,976 Customer agreements 4 2,200 (2,198) 2 Patents 10 95 (64) 31 $ 14,786 $ (6,777) 8,009 Indefinite-lived intangible assets: Trademarks 591,958 Intangible assets, net $ 599,967 |
Summary of Future Annual Estimated Amortization Expense | Estimated future annual amortization expense for intangible assets in service as of March 31, 2020 is summarized as follows: Years Ended December 31, (in thousands) Remainder of 2020 $ 11,769 2021 15,690 2022 15,668 2023 15,243 2024 14,178 Thereafter 14,660 $ 87,208 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Long-Term Debt [Abstract] | |
Schedule of Long Term Debt | The components of long-term debt are as follows: March 31, December 31, 2020 2019 (in thousands) Secured Term Loans $ 451,331 $ 453,831 Revolving Credit Facility 22,740 14,358 Unamortized deferred financing costs (20,677) (22,189) Total long-term debt, net of unamortized deferred financing costs 453,394 446,000 Less: current portion of long-term debt 14,500 12,750 Long-term debt $ 438,894 $ 433,250 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Stock-based Compensation [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the three months ended March 31, 2020: Weighted-Average Remaining Number of Weighted-Average Contractual Life Options Exercise Price (in Years) (in thousands, except share and per share data) Outstanding - January 1, 2020 29,501 $ 8.35 2.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at March 31, 2020 29,501 $ 8.35 2.1 Exercisable - March 31, 2020 29,501 $ 8.35 2.1 |
Schedule of Warrants Activity and Nonvested Warrants | The following table summarizes the Company’s outstanding warrants for the three months ended March 31, 2020: Weighted-Average Remaining Number of Weighted-Average Contractual Life Warrants Exercise Price (in Years) (in thousands, except share and per share data) Outstanding - January 1, 2020 200,000 $ 13.32 5.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at March 31, 2020 200,000 $ 13.32 5.2 Exercisable - March 31, 2020 200,000 $ 13.32 5.2 |
Schedule of Restricted Stock Activity | A summary of the Company’s time-based restricted stock activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 522,269 $ 0.85 0.5 Granted 200,000 0.37 Vested (200,000) (0.37) Unvested - March 31, 2020 522,269 $ 0.85 0.3 |
Schedule of Restricted Stock Units Activity | A summary of the Company’s time-based restricted stock units activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 428,309 $ 1.42 1.3 Granted 400,000 0.37 Vested (23,063) (2.71) Forfeited or canceled (50,000) (2.39) Unvested - March 31, 2020 755,246 $ 0.82 2.0 |
Schedule of Performance Stock Units Activity | A summary of the Company’s PSUs activity for the three months ended March 31, 2020 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2020 129,929 $ 4.51 — Granted 900,000 0.37 Vested — — Forfeited or canceled (129,929) (4.51) Unvested - March 31, 2020 900,000 $ 0.37 2.8 |
ORGANIZATION AND NATURE OF OP_2
ORGANIZATION AND NATURE OF OPERATIONS (Details) | Mar. 31, 2020entity |
Minimum | |
Number of licensees | 100 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | Jun. 10, 2019USD ($) | Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 07, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Allowance for doubtful accounts receivable | $ 7,600,000 | $ 5,800,000 | |||
Accounts receivable, net | 36,286,000 | 39,452,000 | |||
Non-cash impairment charges | 85,590,000 | ||||
Additional disallowed interest expense | 0 | ||||
Net revenue | $ 20,231,000 | $ 25,524,000 | |||
Number of operating segments | segment | 1 | ||||
Number of reportable segments | segment | 1 | ||||
Income Tax Examination, Penalties and Interest Accrued | $ 0 | 0 | |||
Gain (loss) on equity securities | 300,000 | ||||
Amortization expense | 3,900,000 | 500,000 | |||
Amended BoA Credit Agreement | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Line of credit | $ 7,100,000 | ||||
Minimum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful Lives | 2 years | ||||
Maximum | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful Lives | 15 years | ||||
Alternative minimum tax accrued | $ 100,000 | $ 100,000 | |||
Gain (loss) on equity securities | 100,000 | ||||
Trademarks [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Non-cash impairment charges | 85,600,000 | $ 161,200,000 | |||
Amortization expense | 0 | ||||
Jessica Simpson Trademark [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Non-cash impairment charges | 33,200,000 | ||||
Gaiam Trademark [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Non-cash impairment charges | 29,800,000 | ||||
Joe’s Trademark [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Non-cash impairment charges | 12,000,000 | ||||
Ellen Tracy Trademark [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Non-cash impairment charges | 10,600,000 | ||||
Avia trademark | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Amortization expense | $ 3,500,000 | ||||
Gaiam Pty Limited [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Equity method investment, noncontrolling interest | 49.90% | ||||
Accounts Receivable [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 54.00% | 51.00% | |||
Accounts Receivable [Member] | License One [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 36.00% | 33.00% | |||
Accounts Receivable [Member] | License Two [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 18.00% | 18.00% | |||
Revenue Benchmark [Member] | License One [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 20.00% | 17.00% | |||
Revenue Benchmark [Member] | License Two [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 16.00% | 16.00% | |||
Revenue Benchmark [Member] | License Three [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Concentration risk, percentage | 15.00% | 15.00% | |||
Sale | MSLO | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash consideration | $ 166,000,000 | ||||
Earnout on performance target achieved during first three year | $ 40,000,000 | ||||
Non-cash impairment charges | $ 161,224,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Shares Excluded from Computation of Diluted EPS) (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Unvested restricted stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 311,511 | 492,619 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) | Jun. 10, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 |
Discontinued Operations | ||||
(Loss) income from discontinued operations, net of tax | $ (1,314,000) | $ (120,574,000) | ||
Interest expense | 0 | |||
Revolving Credit Facility [Member] | ||||
Discontinued Operations | ||||
Mandatory prepayment | $ 109,600,000 | |||
Tranche A -1 Term Loans [Member] | ||||
Discontinued Operations | ||||
Voluntary prepayment | 44,400,000 | |||
Sale | MSLO | ||||
Discontinued Operations | ||||
Cash consideration | 166,000,000 | |||
Earnout on performance target achieved during first three year | $ 40,000,000 | |||
Pre-tax loss | (1,592,000) | |||
Non-cash impairment charges | 161,224,000 | |||
(Loss) income from discontinued operations, net of tax | (1,314,000) | (120,574,000) | ||
Interest expense | 1,801,000 | |||
Prepaid expenses and other current assets | $ 348,000 | $ 6,839,000 | ||
Sale | MSLO | Maximum | ||||
Discontinued Operations | ||||
Transaction costs | $ 300,000 |
DISCONTINUED OPERATIONS - State
DISCONTINUED OPERATIONS - Statement of operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Discontinued operations unaudited condensed consolidated statement of operations | ||
Interest expense | $ 0 | |
(Loss) income from discontinued operations | (1,314) | $ (120,574) |
Sale | MSLO | ||
Discontinued operations unaudited condensed consolidated statement of operations | ||
Net revenue | 11,388 | |
Operating expenses | 7,225 | |
Impairment charges | 161,224 | |
Loss on sale of MSLO | 1,592 | |
(Loss) income from operations | (1,592) | (157,061) |
Other expense (income) | 124 | 100 |
Interest expense | 1,801 | |
(Loss) income from discontinued operations before income taxes | (1,716) | (158,962) |
(Benefit from) provision for income taxes | (402) | (38,388) |
(Loss) income from discontinued operations | $ (1,314) | $ (120,574) |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Total current assets from discontinued operations | $ 348 | $ 6,839 |
Current Liabilities: | ||
Total current liabilities discontinued operations | 775 | 1,959 |
Sale | MSLO | ||
Current Assets: | ||
Prepaid expenses and other current assets | 348 | 6,839 |
Total current assets from discontinued operations | 348 | 6,839 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 775 | 1,959 |
Total current liabilities discontinued operations | $ 775 | $ 1,959 |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash provided by discontinued operating activities | $ 3,993 | $ 45,400 |
Cash used in discontinued investing activities | (38) | |
Cash used in discontinued financing activities | (325) | |
Sale | MSLO | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash provided by discontinued operating activities | $ 3,993 | 45,400 |
Cash used in discontinued investing activities | (38) | |
Cash used in discontinued financing activities | $ (325) |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2018 | |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (1,314) | $ (120,574) | ||
Non-cash impairment charges | 85,590 | |||
Loss from Components Excluded from Assessment of Cash Flow Hedge Effectiveness | 2,900 | |||
Amortization expense | 3,900 | 500 | ||
Trademarks [Member] | ||||
Non-cash impairment charges | 85,600 | $ 161,200 | ||
Amortization expense | 0 | |||
Jessica Simpson Trademark [Member] | ||||
Non-cash impairment charges | 33,200 | |||
Gaiam Trademark [Member] | ||||
Non-cash impairment charges | 29,800 | |||
Joe’s Trademark [Member] | ||||
Non-cash impairment charges | 12,000 | |||
Ellen Tracy Trademark [Member] | ||||
Non-cash impairment charges | 10,600 | |||
Interest Rate Swap [Member] | ||||
Derivative, notional amount | $ 300,000 | $ 300,000 | ||
December 31, 2021 Interest Rate Swap [Member] | ||||
Derivative, notional amount | 150,000 | 150,000 | ||
January 4, 2022 Interest Rate Swap [Member] | ||||
Derivative, notional amount | $ 150,000 | $ 150,000 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value, Inputs, Level 1 [Member] | Recurring | Equity Securities [Member] | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 131 | $ 47 |
Fair Value, Inputs, Level 1 [Member] | Recurring | Equity Securities [Member] | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 131 | 47 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Term Loans Member | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 451,331 | 453,831 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Term Loans Member | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 449,755 | 451,483 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Revolving Loans [Member] | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 22,740 | 14,358 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Revolving Loans [Member] | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 22,734 | 14,323 |
Fair Value, Inputs, Level 2 [Member] | Recurring | Interest Rate Swap [Member] | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 9,991 | 6,514 |
Fair Value, Inputs, Level 2 [Member] | Recurring | Interest Rate Swap [Member] | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | $ 9,991 | $ 6,514 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Notional Amounts of Outstanding Derivative Positions) (Details) - Interest Rate Cap [Member] $ in Thousands | Mar. 31, 2020USD ($) |
Derivatives, Fair Value [Line Items] | |
Notional Value | $ 300,000 |
Derivative Liability | $ 9,991 |
REVENUES (Narrative) (Details)
REVENUES (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue [Abstract] | ||
Retained Earnings (Accumulated Deficit), Total | $ (480,739) | $ (394,126) |
REVENUES (Disaggregated Revenue
REVENUES (Disaggregated Revenue) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregated revenue | $ 20,231 | $ 25,524 |
Licensing agreements [Member] | ||
Disaggregated revenue | 20,159 | 25,368 |
Other Contract [Member] | ||
Disaggregated revenue | $ 72 | $ 156 |
REVENUES (Contract Balances) (D
REVENUES (Contract Balances) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue [Abstract] | ||
Contract assets | $ 1,151 | $ 1,803 |
Contract liabilities | $ 2,468 | $ 3,040 |
REVENUES (Future Performance Ob
REVENUES (Future Performance Obligations) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | $ 36,304 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | 34,475 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | 14,385 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | 11,087 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | 1,835 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | $ 480 |
REVENUES (Future Performance _2
REVENUES (Future Performance Obligations Alternate) (Details) | Mar. 31, 2020 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-03-31 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 0 years |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Leases [Abstract] | ||
Discount rate for the leases | 6.76% | |
Impairment of ROU assets | $ 0 | |
Rent expense for operating leases | 1,700,000 | $ 1,600,000 |
Sublease income | $ 300,000 | $ 100,000 |
LEASES (Summary of operating le
LEASES (Summary of operating lease assets and liabilities recorded on the balance sheet) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Operating lease assets and liabilities recorded on the balance sheet | ||
Right-of-use assets - operating leases | $ 49,600 | $ 50,320 |
Current portion of lease liabilities - operating leases | 3,040 | 3,035 |
Lease liabilities - operating leases, net of current portion | 53,401 | $ 54,168 |
Total operating lease liabilities | $ 56,441 | |
Weighted average remaining lease term (in years) | 13 years 1 month 6 days |
LEASES (Summary of maturities o
LEASES (Summary of maturities of the Company’s lease liabilities) (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Maturities of the Company’s lease liabilities | |
Remainder of 2020 | $ 5,082 |
2021 | 6,718 |
2022 | 6,721 |
2023 | 6,707 |
2024 | 6,856 |
Thereafter | 53,809 |
Total minimum lease payments | 85,893 |
Less: imputed interest | 29,452 |
Lease liabilities | $ 56,441 |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Mar. 31, 2020 | Mar. 31, 2019 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2019 | Oct. 24, 2019 | |
Amortization expense | $ 3,900 | $ 500 | |||||
Impairment charges | 85,590 | ||||||
Non-cash impairment charges | 85,590 | ||||||
Intangible assets, net | 499,158 | $ 599,967 | |||||
Trademarks [Member] | |||||||
Amortization expense | 0 | ||||||
Non-cash impairment charges | 85,600 | $ 161,200 | |||||
Jessica Simpson Trademark [Member] | |||||||
Non-cash impairment charges | 33,200 | ||||||
Gaiam Trademark [Member] | |||||||
Non-cash impairment charges | 29,800 | ||||||
Joe’s Trademark [Member] | |||||||
Non-cash impairment charges | 12,000 | ||||||
Ellen Tracy Trademark [Member] | |||||||
Non-cash impairment charges | 10,600 | ||||||
Avia trademark | |||||||
Amortization expense | 3,500 | ||||||
Intangible assets, net | $ 11,300 | ||||||
Avia trademark | CHINA | |||||||
Contract receivable | $ 12,300 | ||||||
Avia trademark | CHINA | Scenario, Plan [Member] | |||||||
Contract receivable | $ 4,000 | $ 5,000 | $ 3,300 |
INTANGIBLE ASSETS (Summary of I
INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 97,908 | $ 14,786 |
Accumulated Amortization | (10,700) | (6,777) |
Finite-lived intangible assets, net | 87,208 | 8,009 |
Net Carrying Amount, Intangible Assets | $ 499,158 | 599,967 |
Minimum | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 2 years | |
Maximum | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 15 years | |
Trademarks [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Indefinite lived intangible assets | $ 411,950 | 591,958 |
Trademarks [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 95,613 | 12,491 |
Accumulated Amortization | (8,435) | (4,515) |
Finite-lived intangible assets, net | $ 87,178 | $ 7,976 |
Trademarks [Member] | Minimum | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 5 years | 5 years |
Trademarks [Member] | Maximum | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 15 years | 15 years |
Customer Contracts [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 4 years | 4 years |
Gross Carrying Amount | $ 2,200 | $ 2,200 |
Accumulated Amortization | (2,199) | (2,198) |
Finite-lived intangible assets, net | $ 1 | $ 2 |
Patents [Member] | ||
Schedule Of Finite Lived Intangible Assets [Line Items] | ||
Useful Lives | 10 years | 10 years |
Gross Carrying Amount | $ 95 | $ 95 |
Accumulated Amortization | (66) | (64) |
Finite-lived intangible assets, net | $ 29 | $ 31 |
INTANGIBLE ASSETS (Future Annua
INTANGIBLE ASSETS (Future Annual Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Intangible Assets [Abstract] | ||
Remainder of 2020 | $ 11,769 | |
2021 | 15,690 | |
2022 | 15,668 | |
2023 | 15,243 | |
2024 | 14,178 | |
Thereafter | 14,660 | |
Intangible assets amortization, total | 87,208 | $ 8,009 |
Intangible Assets, Net (Excluding Goodwill), Total | $ 499,158 | $ 599,967 |
INTANGIBLE ASSETS (Changes in I
INTANGIBLE ASSETS (Changes in Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Intangible Assets [Abstract] | ||
Impairment charges | $ (85,590) | |
Amortization | $ 3,900 | $ 500 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) | Mar. 30, 2020 | Aug. 12, 2019 | Jun. 10, 2019 | Aug. 07, 2018 | Jul. 02, 2016 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 10, 2018 |
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Proceeds from issuance of long-term debt | $ 8,382,000 | |||||||||
Long-term debt | 453,394,000 | $ 446,000,000 | ||||||||
Line of credit facility, current borrowing capacity | 7,000,000 | |||||||||
Interest Rate Cap [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Derivative, notional amount | 300,000,000 | |||||||||
Interest Rate Swap [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Derivative, notional amount | $ 300,000,000 | $ 300,000,000 | ||||||||
Derivative loss | 2,900,000 | |||||||||
December 31, 2021 Interest Rate Swap [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Derivative, notional amount | 150,000,000 | 150,000,000 | ||||||||
January 4, 2022 Interest Rate Swap [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Derivative, notional amount | $ 150,000,000 | $ 150,000,000 | ||||||||
Revolving Credit Facility [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Repayments of debt | $ 109,600,000 | |||||||||
BoA Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument period of credit agreement | 5 years | |||||||||
Proceeds from issuance of long-term debt | $ 335,000,000 | |||||||||
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 orderly liquidation value of registered trademarks percentage benchmark | 15.00% | |||||||||
Debt instrument, covenant description | (i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio initially set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) decreasing over the term of the BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. | |||||||||
Debt instrument, description | (i) the loans outstanding under the 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 Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. | |||||||||
Debt instrument, covenant compliance | At March 31, 2020, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. | |||||||||
BoA Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 2,500,000 | |||||||||
BoA Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 3,250,000 | |||||||||
BoA Credit Agreement [Member] | Scenario Plan Three [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 4,000,000 | |||||||||
Tranche A [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Maximum loan to value ratio | 50.00% | |||||||||
Tranche A [Member] | Revolving Credit Facility [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 2.80% | |||||||||
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 2.80:1.00 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, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the BoA Credit Agreement. | |||||||||
Tranche A -1 Term Loans [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Repayments of debt | $ 44,400,000 | |||||||||
Revolving Loans [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Long-term debt | 115,000,000 | |||||||||
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% | |||||||||
GSO Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, covenant description | (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was 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 was less than 3.00:1.00, 0% thereof. | |||||||||
Line of credit facility, interest rate description | (i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum. | |||||||||
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% | |||||||||
Amended Wilmington Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | $ 2,100,000 | |||||||||
Amended Wilmington Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Netting of cash for calculating leverage ratio covenant | 5,000,000 | |||||||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 75.00% | |||||||||
Amended Wilmington Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Netting of cash for calculating leverage ratio covenant | $ 10,000,000 | |||||||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 50.00% | |||||||||
Amended Wilmington Credit Agreement [Member] | August 2018 Debt Facilities Member | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | $ 1,000,000 | |||||||||
Netting of cash for calculating leverage ratio covenant | 5,000,000 | |||||||||
Amended Wilmington Credit Agreement [Member] | Revolving Credit Facility [Member] | August 2018 Debt Facilities Member | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | 30,000,000 | |||||||||
Deferred financing costs | $ 3,300,000 | |||||||||
Wilmington Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | $ 2,100,000 | 1,000,000 | ||||||||
Wilmington Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 8.75% | |||||||||
Wilmington Credit Agreement [Member] | Base Rate [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 7.75% | |||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, face amount | 314,000,000 | |||||||||
Debt instrument consolidated total leverage ratio | 6.00% | |||||||||
New Amended Wilmington Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | $ 1,000,000 | |||||||||
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% | |||||||||
New Amended Wilmington Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 3.875% | |||||||||
Final consolidated total leverage ratio | 7.25% | |||||||||
New Amended Wilmington Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 2.875% | |||||||||
Final consolidated total leverage ratio | 6.25% | |||||||||
New Amended Wilmington Credit Agreement [Member] | Additional Loan Facility [Member] | Scenario Plan Three [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated total leverage ratio | 6.00% | |||||||||
Third Amended BoA Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Long-term debt | 335,000,000 | |||||||||
Netting of cash for calculating leverage ratio covenant | 5,000,000 | |||||||||
Deferred financing costs | 1,300,000 | |||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 2,500,000 | |||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 3,250,000 | |||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan Three [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Quarterly amortization payments | 4,000,000 | |||||||||
Third Amended BoA Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Line of credit facility, current borrowing capacity | $ 80,000,000 | |||||||||
Amended BoA Revolving Credit Commitments [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 130,000,000 | |||||||||
Line of credit facility, unused capacity, commitment fee percentage | 0.375% | |||||||||
Consolidated first lien leverage ratio | 3.875% | |||||||||
Final consolidated first lien leverage ratio | 2.875% | |||||||||
Third Amended BoA Tranche A-1 Loans [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, face amount | $ 70,000,000 | |||||||||
Long-term debt | 70,000,000 | |||||||||
Third Amended BoA Tranche A-1 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% | |||||||||
Third Amended BoA Tranche A-1 Loans [Member] | Base Rate [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 6.00% | |||||||||
Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.50% | |||||||||
Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | Base Rate [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2.50% | |||||||||
Third Amended BoA Tranche A Loans [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, face amount | 150,000,000 | |||||||||
Long-term debt | $ 150,000,000 | |||||||||
New Amended BoA Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 2.90% | |||||||||
Maximum | Tranche A [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 2.80% | |||||||||
Maximum | Amended KKR Credit Agreement [Member] | Scenario Plan Three [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument consolidated total leverage ratio | 3.00% | |||||||||
Maximum | Amended Wilmington Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument consolidated total leverage ratio | 4.00% | |||||||||
Maximum | Third Amended BoA Credit Agreement [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Maximum loan to value ratio | 42.50% | |||||||||
Maximum | Third Amended BoA Tranche A-1 Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 6.00% | |||||||||
Maximum | Third Amended BoA Tranche A-1 Loans [Member] | Base Rate [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||||||
Maximum | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||
Maximum | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | Base Rate [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||
Minimum | Tranche A -1 Term Loans [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Consolidated first lien leverage ratio | 3.00% | |||||||||
Minimum | Amended KKR Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||
Debt instrument consolidated total leverage ratio | 4.00% | |||||||||
Minimum | Amended KKR Credit Agreement [Member] | Scenario Plan Three [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 | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 07, 2018 |
Unamortized deferred financing costs | $ (20,677) | $ (22,189) | |
Total long-term debt, net of unamortized deferred financing costs | 453,394 | 446,000 | |
Less: current portion of long-term debt | 14,500 | 12,750 | |
Long term debt, noncurrent | 438,894 | 433,250 | |
BoA Term Loans [Member] | |||
Secured Term Loans | 451,331 | 453,831 | |
Revolving Loans [Member] | |||
Revolving Credit Facility | $ 22,740 | $ 14,358 | |
Total long-term debt, net of unamortized deferred financing costs | $ 115,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Commitments and Contingencies [Abstract] | |
Contingency related to settlement claim | $ 2 |
Potential contingency income related to assignment rights | $ 100 |
Option to exercise rights | 6 years |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Warrants | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 0 | $ 0 | ||
Unvested shares | 0 | |||
Performance based restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 0 | 200,000 | ||
Restricted stock awards, granted in period | 900,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.37 | |||
Unvested shares | 900,000 | 129,929 | ||
Performance based restricted stock | Years Ended December 31, 2016 - 2018 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 200,000 | |||
Number of shares vested | 231,396 | |||
Performance based restricted stock | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 0 | |||
Restricted stock awards, granted in period | 900,000 | |||
Award vesting period | 3 years | |||
Grant date fair value of stock units granted | $ 300,000 | |||
Unvested restricted stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 200,000 | $ 100,000 | ||
Unrecognized compensation expense, other than options | $ 100,000 | |||
Unrecognized compensation expense, period for recognition | 3 months 18 days | |||
Restricted stock awards, granted in period | 200,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.37 | |||
Unvested shares | 522,269 | 522,269 | ||
Unvested restricted stock | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 100,000 | |||
Grant date fair value of stock units granted | $ 100,000 | |||
Number of shares vested | 200,000 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards, granted in period | 400,000 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.37 | |||
Unvested shares | 755,246 | 428,309 | ||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer And Former Chief Financial Officer And Chief Executive Officer And Employees And Consultants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 300,000 | |||
Unrecognized compensation expense, other than options | $ 300,000 | |||
Unrecognized compensation expense, period for recognition | 2 years | |||
Restricted Stock Units (RSUs) [Member] | Chief Financial Officer And Former Chief Financial Officer And Chief Executive Officer And Employees And Consultants [Member] | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | $ 100,000 | |||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock awards, granted in period | 400,000 | |||
Grant date fair value of stock units granted | $ 100,000 | |||
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 100,000 | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Allocated share-based compensation expense | 0 | $ 0 | ||
Unrecognized compensation expense, options | $ 0 | |||
Nonvested options | 0 | |||
Warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense, other than options | $ 0 | |||
Granted, Options |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Stock Option Activity and Changes in Unvested Stock Options) (Detail) - Employee Stock Option [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning, Number of Options | 29,501 | |
Outstanding ending, Number of Options | 29,501 | 29,501 |
Exercisable, Number of Options | 29,501 | |
Outstanding beginning, Weighted Average Exercise Price | $ 8.35 | |
Outstanding ending, Weighted Average Exercise Price | 8.35 | $ 8.35 |
Exercisable, Weighted Average Exercise Price | $ 8.35 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days | 2 years 4 months 24 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days | |
Nonvested | ||
Outstanding ending, Number of Options | 0 |
STOCK-BASED COMPENSATION (Sum_2
STOCK-BASED COMPENSATION (Summary of Warrant Activity) (Detail) - Warrants [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding beginning, Number of Options | 200,000 | |
Granted, Number of Options | ||
Outstanding ending, Number of Options | 200,000 | 200,000 |
Exercisable, Number of Options | 200,000 | |
Outstanding beginning, Weighted Average Exercise Price | $ 13.32 | |
Granted, Weighted Average Exercise Price | ||
Outstanding ending, Weighted Average Exercise Price | 13.32 | $ 13.32 |
Exercisable, Weighted Average Exercise Price | $ 13.32 | |
Weighted Average Remaining Contractual Life (in years) | 5 years 2 months 12 days | 5 years 4 months 24 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 5 years 2 months 12 days | |
Nonvested | ||
Granted, Options |
STOCK-BASED COMPENSATION (Sum_3
STOCK-BASED COMPENSATION (Summary of Restricted Stock Activity and Performance Stock Units) (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Unvested restricted stock | ||||
Summary Of Restricted Stock Activity [Line Items] | ||||
Outstanding beginning, Other than options | 522,269 | |||
Restricted stock awards, granted in period | 200,000 | |||
Vested, Other than options | (200,000) | |||
Outstanding ending, Other than options | 522,269 | 522,269 | ||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 0.85 | |||
Granted, Weighted Average Exercise Price, Other than options | 0.37 | |||
Vested, Weighted Average Grant Date Fair Value | (0.37) | |||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 0.85 | $ 0.85 | ||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 3 months 18 days | 6 months | ||
Allocated share-based compensation expense | $ 0.2 | $ 0.1 | ||
Performance based restricted stock | ||||
Summary Of Restricted Stock Activity [Line Items] | ||||
Outstanding beginning, Other than options | 129,929 | |||
Restricted stock awards, granted in period | 900,000 | |||
Forfeited or Canceled, Other than options | (129,929) | |||
Outstanding ending, Other than options | 900,000 | 129,929 | ||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 4.51 | |||
Granted, Weighted Average Exercise Price, Other than options | 0.37 | |||
Forfeited or Canceled, Weighted Average Exercise Price, Other than options | (4.51) | |||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 0.37 | $ 4.51 | ||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 2 years 9 months 18 days | 0 years | ||
Allocated share-based compensation expense | $ 0 | $ 0.2 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Summary Of Restricted Stock Activity [Line Items] | ||||
Outstanding beginning, Other than options | 428,309 | |||
Restricted stock awards, granted in period | 400,000 | 0 | ||
Vested, Other than options | (23,063) | |||
Forfeited or Canceled, Other than options | (50,000) | |||
Outstanding ending, Other than options | 755,246 | 428,309 | ||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 1.42 | |||
Granted, Weighted Average Exercise Price, Other than options | 0.37 | |||
Vested, Weighted Average Grant Date Fair Value | (2.71) | |||
Forfeited or Canceled, Weighted Average Exercise Price, Other than options | (2.39) | |||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 0.82 | $ 1.42 | ||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 2 years | 1 year 3 months 18 days |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Detail) - USD ($) $ in Thousands | Jul. 30, 2016 | Jul. 30, 2013 | Jan. 01, 2013 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 15, 2014 |
Related Party [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 20,231 | $ 25,524 | |||||
Accounts receivable, net | 36,286 | $ 39,452 | |||||
Minority Interest | 45,302 | 59,324 | |||||
Distributions | 2,016 | $ 1,093 | |||||
Accounts payable and accrued expenses | 15,678 | 15,721 | |||||
Other long-term liabilities | 4,431 | 3,389 | |||||
Loss from equity method investment | $ 81 | ||||||
Maximum | |||||||
Related Party [Line Items] | |||||||
Reimbursement amounts related party | 100 | ||||||
Unvested restricted stock | |||||||
Related Party [Line Items] | |||||||
Restricted stock awards, granted in period | 200,000 | ||||||
Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Restricted stock awards, granted in period | 900,000 | ||||||
Tengram Capital Partners Gen2 Fund LP [Member] | |||||||
Related Party [Line Items] | |||||||
Percentage of beneficially owned outstanding common stock | 5.00% | ||||||
TCI | |||||||
Related Party [Line Items] | |||||||
Due from related parties, current | 100 | ||||||
Related party receivable reserved amount | $ 100 | ||||||
ES Originals Inc [Member] | |||||||
Related Party [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,200 | ||||||
Type of Revenue | us-gaap:RoyaltyMember | us-gaap:RoyaltyMember | |||||
Other asset | 200 | ||||||
Expenses, related party | $ 0 | ||||||
Due from related parties, current | $ 3,100 | 2,800 | |||||
ES Originals Inc [Member] | Maximum | |||||||
Related Party [Line Items] | |||||||
Expenses, related party | $ 100 | ||||||
TCP Employee [Member] | |||||||
Related Party [Line Items] | |||||||
Cash Paid For Services | 100 | ||||||
TCP Employee [Member] | Unvested restricted stock | |||||||
Related Party [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Restricted stock awards, granted in period | 125,000 | ||||||
TCP Employee [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Restricted stock awards, granted in period | 200,000 | 180,000 | |||||
TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Unvested restricted stock | |||||||
Related Party [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Restricted stock awards, granted in period | 300,000 | ||||||
Vesting percentage | 25.00% | ||||||
Centric Brands, Inc. [Member] | |||||||
Related Party [Line Items] | |||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 1,700 | 1,700 | |||||
Accounts receivable, net | 1,000 | 1,000 | |||||
Accounts payable and accrued expenses | 900 | 900 | |||||
IP License Agreement and Intangible Asset Agreement [Member] | |||||||
Related Party [Line Items] | |||||||
Accretion expense | 100 | ||||||
License agreement payments during period | 500 | ||||||
IP License Agreement [Member] | |||||||
Related Party [Line Items] | |||||||
License agreement payments during period | 300 | ||||||
TCP Agreement [Member] | |||||||
Related Party [Line Items] | |||||||
Cash Paid For Services | $ 200 | ||||||
Amount due for services | 200 | ||||||
License agreement annual payment | $ 900 | ||||||
Due to related parties, current | $ 200 | ||||||
TCP Agreement [Member] | Maximum | |||||||
Related Party [Line Items] | |||||||
Additional expenses related to services provided | 100 | ||||||
TCP Agreement [Member] | Tengram Capital Partners Gen2 Fund LP [Member] | |||||||
Related Party [Line Items] | |||||||
Amount due for services | $ 100 | ||||||
Awarded in 2016 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 33.30% | ||||||
Awarded in 2016 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 33.30% | ||||||
Awarded in 2016 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Unvested restricted stock | |||||||
Related Party [Line Items] | |||||||
Restricted stock awards, granted in period | 150,000 | ||||||
Awarded in 2016 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 33.40% | ||||||
Awarded in 2013 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 20.00% | ||||||
Awarded in 2013 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 20.00% | ||||||
Awarded in 2013 [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance based restricted stock | |||||||
Related Party [Line Items] | |||||||
Vesting percentage | 60.00% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event | 2 Months Ended |
May 20, 2020USD ($) | |
Proceeds from Notes Payable | $ 769,295 |
Revolving Credit Facility [Member] | |
Proceeds from Lines of Credit | $ 7,000,000 |