Centric Brands (CTRC) 10-Q 14 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 14, 2018
Document and Entity Information
Entity Registrant Name	Centric Brands Inc.
Entity Central Index Key	844,143
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		58,335,575
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Current assets
Cash and cash equivalents	$ 3,514	$ 8,250	$ 2,792
Accounts receivable, net	21,490	22,246	23,732
Inventories	33,567	31,733	38,004
Prepaid expenses and other current assets	5,157	4,832	5,170
Total current assets	63,728	67,061	69,698
Property and equipment, net	7,281	8,417	9,287
Goodwill	8,406	8,380	8,471
Intangible assets, net	87,195	89,332	90,414
Other assets	2,255	484	515
Total assets	168,865	173,674	178,385
Current liabilities
Accounts payable and accrued expenses	35,251	22,204	26,218
Short-term convertible note		13,694	13,565
Current portion of long-term debt	3,438	2,813	2,188
Total current liabilities	38,689	38,711	41,971
Line of credit	24,414	21,254	20,819
Convertible notes	14,866	13,866	13,549
Long-term debt, net of current portion	42,309	44,896	45,444
Deferred income taxes, net	4,093	6,650	12,880
Other liabilities	3,732	3,554	3,591
Total liabilities	128,103	128,931	138,254
Commitments and contingencies (Note 14)
Equity
Common stock, $0.10 par value: 100,000,000 shares authorized, 14,132,311, 13,488,366 and 13,330,849 shares issued and outstanding at September 30, 2018, December 31, 2017 and September 30, 2017, respectively	1,413	1,349	1,333
Additional paid-in capital	76,248	61,314	60,384
Accumulated other comprehensive income	408	271	740
Accumulated deficit	(37,771)	(18,196)	(22,331)
Total equity	40,762	44,743	40,131
Total liabilities and equity	168,865	173,674	178,385
Series A
Equity
Convertible preferred stock	5	$ 5	$ 5
Series A-1
Equity
Convertible preferred stock	$ 459

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10	$ 0.10
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	14,132,311	13,488,366	13,330,849
Common stock, shares outstanding	14,132,311	13,488,366	13,330,849
Series A
Convertible preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10	$ 0.10
Convertible preferred stock, shares authorized	50,000	50,000	50,000
Convertible preferred stock, shares issued	50,000	50,000	50,000
Convertible preferred stock, shares outstanding	50,000	50,000	50,000
Series A-1
Convertible preferred stock, par value (in dollars per share)	$ 0.10	$ 0.10	$ 0.10
Convertible preferred stock, shares authorized	4,587,964	0	0
Convertible preferred stock, shares issued	4,587,964	0	0
Convertible preferred stock, shares outstanding	4,587,964	0	0

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
Net sales	$ 39,831	$ 42,389	$ 114,614	$ 118,944
Cost of goods sold	22,671	24,334	66,774	66,067
Gross profit	17,160	18,055	47,840	52,877
Operating expenses
Selling, general and administrative	25,029	15,334	58,992	47,633
Depreciation and amortization	1,377	1,493	4,252	4,526
Total operating expenses	26,406	16,827	63,244	52,159
Operating (loss) income	(9,246)	1,228	(15,404)	718
Interest expense	2,462	2,262	7,097	6,536
Other expense, net	21	(12)	124	(1)
Loss before income taxes	(11,729)	(1,022)	(22,625)	(5,817)
Income tax (benefit) provision	(1,150)	(839)	(2,275)	776
Net loss	(10,579)	(183)	(20,350)	(6,593)
Net loss attributable to common stockholders (Note 11)	(12,471)	(1,565)	(25,898)	(10,692)
Net loss	(10,579)	(183)	(20,350)	(6,593)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(4)	615	137	961
Other comprehensive (loss) income	(4)	615	137	961
Comprehensive (loss) income	$ (10,583)	$ 432	$ (20,213)	$ (5,632)
Loss per common share - basic
Loss per common share - basic (in dollars per share)	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)
Loss per common share - diluted
Loss per common share - diluted (in dollars per share)	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)
Weighted average shares outstanding
Basic (in shares)	14,085	13,322	13,873	13,306
Diluted (in shares)	14,085	13,322	13,873	13,306

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Preferred Series A	Preferred Series A-1	Total
Balance at Dec. 31, 2016	$ 1,324	$ 59,154	$ (221)	$ (15,738)	$ 5		$ 44,524
Balance (in shares) at Dec. 31, 2016	13,239,000				50,000
Increase (Decrease) in Stockholders' Equity
Stock-based compensation		1,339					1,339
Issuance of restricted common stock, net of taxes withheld	$ 9	(109)					(100)
Issuance of restricted common stock (in shares)	92,000
Foreign currency translation			961				961
Net loss				(6,593)			(6,593)
Balance at Sep. 30, 2017	$ 1,333	60,384	740	(22,331)	$ 5		$ 40,131
Balance (in shares) at Sep. 30, 2017	13,331,000				50,000		13,330,849
Increase (Decrease) in Stockholders' Equity
Balance	$ 1,349	61,314	271	(17,421)	$ 5		$ 45,518
Impact of change in accounting policy				775			775
Balance at Dec. 31, 2017	$ 1,349	61,314	271	(18,196)	$ 5		$ 44,743
Balance (in shares) at Dec. 31, 2017	13,488,000				50,000		13,488,366
Increase (Decrease) in Stockholders' Equity
Issuance of Series A-1 convertible preferred stock		13,305				$ 459	$ 13,764
Issuance of Series A-1 convertible preferred stock (in shares)						4,588,000
Stock-based compensation		2,121					2,121
Issuance of restricted common stock, net of taxes withheld	$ 64	(492)					(428)
Issuance of restricted common stock (in shares)	644,000
Foreign currency translation			137				137
Net loss				(20,350)			(20,350)
Balance at Sep. 30, 2018	$ 1,413	$ 76,248	$ 408	$ (37,771)	$ 5	$ 459	$ 40,762
Balance (in shares) at Sep. 30, 2018	14,132,000				50,000	4,588,000	14,132,311

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (20,350)	$ (6,593)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,252	4,526
Amortization of deferred financing costs	328	326
Amortization of convertible notes discount	568	516
Paid-in-kind interest	1,300	1,206
Stock-based compensation	2,121	1,339
Provision for bad debts	457	181
Loss on disposal of assets	4
Deferred taxes	(2,577)	1,648
Changes in operating assets and liabilities:
Accounts receivable	2,439	(3,493)
Inventories	(2,149)	(13,823)
Prepaid expenses and other assets	475	(916)
Accounts payable and accrued expenses	9,534	7,943
Other liabilities	125	(38)
Net cash used in operating activities	(3,473)	(7,178)
CASH FLOWS FROM INVESTING ACTIVITIES
Refund of security deposit		7
Purchases of property and equipment	(976)	(777)
Net cash used in investing activities	(976)	(770)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt	(2,188)	(938)
Proceeds from line of credit, net	2,247	7,420
Payment of deferred financing costs		(124)
Repayment of customer cash advances		(1,707)
Taxes paid in lieu of shares issued for stock-based compensation	(428)	(267)
Net cash (used in) provided by financing activities	(369)	4,384
Effect of exchange rate changes on cash and cash equivalents	82	(120)
NET CHANGE IN CASH AND CASH EQUIVALENTS	(4,736)	(3,684)
CASH AND CASH EQUIVALENTS, at beginning of period	8,250	6,476
CASH AND CASH EQUIVALENTS, at end of period	3,514	2,792
Supplemental disclosures of cash flow information:
Interest paid	6,624	4,381
Income taxes paid	172	147
Supplemental disclosures of non-cash investing and financing activities:
Conversion of Short-Term Convertible Note	13,764
Unpaid purchases of property and equipment	$ 58	$ 256

Business Description and Basis

Business Description and Basis of Presentation	9 Months Ended
	Sep. 30, 2018
Business Description and Basis of Presentation
Business Description and Basis of Presentation	1. Business Description and Basis of Presentation The condensed consolidated balance sheet as of December 31, 2017 of Centric Brands Inc. and its subsidiaries ( “ we ,” “ us ,” the “Company ” or “ Centric Brands ”), formerly Differential Brands Group Inc., has been derived from audited financial statements of the Company. The condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018 and 2017 and the related footnote information have been prepared on a basis consistent with the consolidated financial statements as of and for the years ended December 31, 2017 and 2016. In addition, these condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“ U.S. GAAP ”) for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements and thus should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) that management considers necessary to present fairly the financial position, results of operations and cash flows of the Company for the interim periods presented. The results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results anticipated for the entire year ending December 31, 2018. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates. The Company began operations in 1987 as Innovo, Inc. Since the Company’s founding, the Company has evolved from producing craft and accessory products to designing and selling apparel products. As of September 30, 2018, the Company’s principal business activities involved the design, development and worldwide marketing of: (i) apparel products, which include denim jeans, related casual wear and accessories bearing the brand name Hudson®; (ii) apparel products and accessories bearing the brand name Robert Graham®; and (iii) footwear, apparel and accessories bearing the brand name SWIMS®. As of September 30, 2018 our primary operating subsidiaries were Hudson Clothing, LLC (“ Hudson ”), Robert Graham Designs, LLC and Robert Graham Retail, LLC (collectively “ Robert Graham ” or “ RG ”), and DFBG Swims, LLC (“ Swims ”). In addition, we have other non-operating subsidiaries. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. In connection with the acquisition of all of the outstanding equity interests of RG Parent LLC and its subsidiaries on January 28, 2016 (the “ RG Merger ”), we entered into (i) a credit and security agreement (as later amended, the “ ABL Credit Agreement ”) with Wells Fargo Bank, National Association, as lender, (ii) a credit and security agreement with TCW Asset Management Company, as agent, and the lenders party thereto (as later amended, the “ Term Credit Agreement ”), and (iii) an amended and restated deferred purchase factoring agreement with CIT Commercial Services, Inc. (“ CIT ”), a unit of CIT Group (the “ A&R Factoring Agreement ”). On July 18, 2016, the Company completed the acquisition of all of the outstanding share capital of Norwegian private limited company SWIMS AS (“ SWIMS ”). On June 27, 2018, the Company entered into that certain Purchase and Sale Agreement (the “ GBG Purchase Agreement ”), dated as of June 27, 2018, by and among the Company, Global Brands Group Holding Limited (“ GBG ”) and GBG USA Inc., a wholly owned subsidiary of GBG (“ GBG USA ”), pursuant to which the Company agreed to acquire a significant part of GBG’s and its subsidiaries’ North American business, including the wholesale, retail and e-commerce operations, comprising all of their North American kids business, all of their North American accessories business and a majority of their West Coast and Canadian fashion businesses (the “ GBG Acquisition ”). On October 29, 2018, the Company completed the GBG Acquisition pursuant to the GBG Purchase Agreement for a purchase price of approximately $1.21 billion in cash, subject to certain adjustments. See “Note 16—Subsequent Events” for further details.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Summary of Significant Accounting Policies	2. Summary of Significant Accounting Policies Information regarding significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies” of the consolidated financial statements in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Correction of an Immaterial Error During the 2017 year end close, the Company determined that basic and diluted Earnings per Share (“ EPS ”) had been incorrectly stated in the prior period financial statements. Historically, cumulative preferred dividends for the period were not included in the Company’s calculation of EPS. However, in accordance with Accounting Standards Codification (“ ASC ”) 260, Earnings per Share , income available to common stockholders is to be computed by deducting the dividends accumulated for the period on cumulative preferred stock. The Company’s Series A Convertible Preferred Stock entitles the holder to receive cumulative dividends when, as and if declared by the Board of Directors, payable at an annual rate of 10% through the date on which the liquidation preference is paid to the holder in connection with the liquidation of the Company or the date on which such Series A Convertible Preferred Stock is otherwise re-acquired by the Company. The amount of the cumulative dividend accrued on the Series A Convertible Preferred Stock has been disclosed previously in the Company’s filings. The Company has corrected the calculation of basic and diluted EPS to include the accrued cumulative preferred dividends for the period. Management evaluated the materiality of the error from a quantitative and qualitative perspective and concluded that this adjustment was not material to the Company’s presentation and disclosures, and has no impact on the Company’s financial position, results of operations and cash flows. Accordingly, no amendments to previously filed reports are required. However, the Company has elected to revise the historical condensed consolidated financial information presented herein to reflect the correction of this error for the prior periods presented and to conform to the current period presentation. As a result of this correction, for the three months ended September 30, 2017, basic and diluted loss per common share was corrected from a loss of $0.01 per share to a loss of $0.12 per share and for the nine months ended September 30, 2017, basic and diluted loss per common share was corrected from a loss of $0.50 per share to a loss of $0.80 per share. On October 29, 2018, all of the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock shares were converted into shares of the Company’s common stock, which comprised all such preferred stock that was issued and outstanding. Refer to “Note 16—Subsequent Events” for further details. Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers , with a date of initial application of January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as described below. The Company applied ASC 606 using the modified retrospective approach – i.e. by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of equity at January 1, 2018. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605. The details of the significant changes and quantitative impact of the changes are set out below. The Company applied the modified retrospective approach only to contracts that were not complete as of the date of the initial application, January 1, 2018. Effective January 1, 2018, wholesale revenues are recorded when a contract with the customer is agreed to by both parties and product has been transferred, which occurs at the point of shipment from the Company’s warehouse, and recorded at the transaction price based on the amount the Company expects to receive. Collection is probable as the majority of shipments occur to reputable credit worthy businesses and through factored relationships which guarantee payment. Estimated reductions to revenue for customer allowances are recorded based upon history as a percentage of sales and current outstanding chargebacks. The Company may allow for returns based upon pre-approval or in the case of damaged goods. Such returns are estimated based on historical experience and also specific claims filed by the customer. Beginning January 1, 2018, a refund liability is included in accounts payable and accrued expenses within the accompanying condensed consolidated balance sheet, which was previously recorded net of accounts receivable. Also, effective January 1, 2018, the Company records a return asset receivable in prepaid expenses and other current assets within the accompanying condensed consolidated balance sheet. Prior to January 1, 2018, inventory expected to be returned was recorded within inventories. The return asset receivable is evaluated for impairment each period. The Company recorded a decrease of $569 thousand to opening accumulated deficit as of January 1, 2018 to record the return asset receivable and related impairment charge. Retail store revenue is recognized at the time the customer takes possession of the related merchandise. Ecommerce sales of products ordered through the Company’s retail internet sites known as www.hudsonjeans.com , www.robertgraham.us and www.swims.com are recognized at the point of shipment to the customer. Prior to January 1, 2018, revenue for ecommerce sales was recorded at the point of delivery to the customer. The Company recorded an adjustment to opening accumulated deficit as of January 1, 2018, an increase of $39 thousand, to reflect the change in accounting policy. Ecommerce revenue is reduced by an estimate for returns based on the historical rate of return as a percent of sales. Retail store revenue and ecommerce revenue exclude sales taxes. Revenue from licensing arrangements is recognized based on actual sales when the Company expects royalties to exceed the minimum guarantee. For licensing arrangements in which the Company does not expect royalties to exceed the minimum guarantee, an estimate of the transaction price is recognized on a straight-line basis over the term of the contract. A contract asset is recorded for revenue recognized in advance of the contract payment terms, which is included in other assets within the accompanying condensed consolidated balance sheet. Nonrefundable upfront fees are recorded as a contract liability and revenue is recognized straight-line over the term of the contract. Contract liabilities are included in other liabilities within the accompanying condensed consolidated balance sheet. Prior to January 1, 2018, revenue from licensing arrangements was recognized when earned in accordance with the terms of the underlying agreements and deemed collectible, generally based upon the higher of (a) the contractually guaranteed minimum royalty or (b) actual net sales data received from licensees. The Company recorded an adjustment to opening accumulated deficit as of January 1, 2018, an increase of $1.3 million, to reflect the change in accounting policy. Amounts related to shipping and handling that are billed to customers are considered to be activities to fulfill a promise to transfer the goods and are reflected in net sales, and the related costs are reflected in cost of goods sold within the accompanying condensed consolidated statements of operations and comprehensive (loss) income. This accounting policy is consistent with the Company’s treatment of shipping and handling revenue prior to January 1, 2018. The following table summarizes the impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of January 1, 2018: Impact of changes in accounting policies Balances with adoption of ASC 606 Adjustments Balances without adoption of ASC 606 Accounts receivable, net $ 24,398 $ 2,152 $ 22,246 Inventories 31,389 (344) 31,733 Prepaid expenses and other current assets 5,584 752 4,832 Other assets 1,828 1,344 484 Accounts payable and accrued expenses 25,281 3,077 22,204 Other liabilities 3,606 52 3,554 Accumulated deficit (17,421) 775 (18,196) The following tables summarize the impact of adopting ASC 606 on the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018: Condensed Consolidated Statement of Operations Impact of changes in accounting policies for the three months ended September 30, 2018 for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 As reported Adjustments Balances without adoption of ASC 606 Net sales $ 39,831 $ 45 $ 39,876 $ 114,614 $ (136) $ 114,478 Cost of goods sold 22,671 59 22,730 66,774 (65) 66,709 Gross profit 17,160 (14) 17,146 47,840 (71) 47,769 Operating expenses Selling, general and administrative 25,029 — 25,029 58,992 — 58,992 Depreciation and amortization 1,377 — 1,377 4,252 — 4,252 Total operating expenses 26,406 — 26,406 63,244 — 63,244 Operating loss (9,246) (14) (9,260) (15,404) (71) (15,475) Interest expense 2,462 — 2,462 7,097 — 7,097 Other expense, net 21 — 21 124 — 124 Loss before income taxes (11,729) (14) (11,743) (22,625) (71) (22,696) Income tax benefit (1,150) — (1,150) (2,275) — (2,275) Net loss $ (10,579) $ (14) $ (10,593) $ (20,350) $ (71) $ (20,421) Condensed Consolidated Balance Sheet Impact of changes in accounting policies as of September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Cash and cash equivalents $ 3,514 $ — $ 3,514 Accounts receivable, net 21,490 (2,031) 19,459 Inventories 33,567 327 33,894 Prepaid expenses and other current assets 5,157 (669) 4,488 Property and equipment, net 7,281 — 7,281 Goodwill 8,406 — 8,406 Intangible assets, net 87,195 — 87,195 Other assets 2,255 (1,496) 759 Total assets $ 168,865 $ (3,869) $ 164,996 Accounts payable and accrued expenses $ 35,251 $ (2,738) $ 32,513 Short-term convertible note — — — Current portion of long-term debt 3,438 — 3,438 Line of credit 24,414 — 24,414 Convertible notes 14,866 — 14,866 Long-term debt, net of current portion 42,309 — 42,309 Deferred income taxes, net 4,093 — 4,093 Other liabilities 3,732 (285) 3,447 Total liabilities 128,103 (3,023) 125,080 Series A convertible preferred stock 5 — 5 Series A-1 convertible preferred stock 459 — 459 Common stock 1,413 — 1,413 Additional paid-in capital 76,248 — 76,248 Accumulated other comprehensive income 408 — 408 Accumulated deficit (37,771) (846) (38,617) Total equity 40,762 (846) 39,916 Total liabilities and equity $ 168,865 $ (3,869) $ 164,996 Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Net loss $ (20,350) $ (71) $ (20,421) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,252 — 4,252 Amortization of deferred financing costs 328 — 328 Amortization of convertible notes discount 568 — 568 Paid-in-kind interest 1,300 — 1,300 Stock-based compensation 2,121 — 2,121 Provision for bad debts 457 — 457 Loss on disposal of assets 4 — 4 Deferred taxes (2,577) — (2,577) Changes in operating assets and liabilities: Accounts receivable 2,439 34 2,473 Inventories (2,149) 118 (2,031) Prepaid expenses and other assets 474 152 626 Accounts payable and accrued expenses 9,534 — 9,534 Other liabilities 125 (233) (108) Net cash provided by operating activities (3,474) — (3,474) Net cash used in investing activities (976) — (976) Net cash used in financing activities (368) — (368) Effect of exchange rate changes on cash and cash equivalents 82 — 82 Net change in cash and cash equivalents (4,736) — (4,736) Cash and cash equivalents, at beginning of period 8,250 — 8,250 Cash and cash equivalents, at end of period $ 3,514 $ — $ 3,514 Financial Accounting Standards Recently Adopted In May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) No. 2014-09, Revenue from Contracts with Customers , ASC 606. This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the Codification. For the Company’s annual and interim reporting periods the mandatory adoption date of ASC 606 was January 1, 2018, and two methods of adoption are allowed, either a full retrospective adoption or a modified retrospective adoption. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to the first quarter of 2018. In March 2016, April 2016, May 2016, December 2016 and May 2017, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, ASU No. 2016-20, and ASU No. 2017-10, respectively, as clarifications to ASU No. 2014-09. ASU No. 2016-08 clarifies how to identify the unit of accounting for the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transactions, and reframed the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an agent. ASU No. 2016-10 clarifies the existing guidance on identifying performance obligations and licensing implementation. ASU No. 2016-12 adds practical expedients related to the transition for contract modifications and further defines a completed contract, clarifies the objective of the collectability assessment and how revenue is recognized if collectability is not probable, and when non-cash considerations should be measured. ASU No. 2016-20 corrects or improves guidance in 13 narrow focus aspects of the guidance. ASU No. 2017-10 clarifies that the grantor in a service concession arrangement is the operating entity’s customer for purposes of revenue recognition. The effective dates for these ASUs were the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. These ASUs also require enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows. The Company adopted the new revenue standards in the first quarter of 2018 using the modified retrospective approach. Please see above for a description of the changes. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . ASU No. 2016-15 amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted for all entities. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The Company adopted ASU No. 2016-15 in the first quarter of 2018 and there was no impact on the condensed consolidated financial statements. Recently Issued Financial Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which affects the accounting for leases and in July 2018, the FASB issued ASU No. 2018-10 which amends certain guidance under Topic 842. The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within that reporting period. Early application is permitted. The Company is currently assessing the impact of the new standard on its condensed consolidated financial statements, but anticipates an increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, such as real estate leases for corporate headquarters, administrative offices, retail stores, and showrooms as well as additional disclosure on all its lease obligations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments , an accounting standards update that introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. This includes accounts receivable, trade receivables, loans, held-to-maturity debt securities, net investments in leases and certain off-balance sheet credit exposures. The guidance also modifies the impairment model for available-for-sale debt securities. The update is effective for fiscal years beginning after December 15, 2019 and interim periods within that reporting period. The Company is currently assessing the potential effects this update may have on its condensed consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU No. 2018-02 permits entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. This ASU gives entities the option to reclassify these amounts and requires new disclosures, regardless of whether they elect to do so. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company is currently evaluating the impact the adoption of ASU No. 2018-02 will have on its condensed consolidated financial statements.

Factored Accounts and Receivabl

Factored Accounts and Receivables	9 Months Ended
	Sep. 30, 2018
Factored Accounts and Receivables
Factored Accounts and Receivables	3. Factored Accounts and Receivables A&R Factoring Agreement In January 2016, in connection with the RG Merger, the Company entered into the A&R Factoring Agreement with CIT, through its subsidiaries, Robert Graham and Hudson. Following the SWIMS acquisition, SWIMS became a party to the A&R Factoring Agreement pursuant to a joinder agreement dated November 16, 2016. The A&R Factoring Agreement provides that the Company sell and assign to CIT certain domestic accounts receivable, including accounts arising from or related to sales of inventory and the rendition of services. Under the A&R Factoring Agreement, the Company pays various factoring rates depending on the credit risk associated with the nature of the account. The A&R Factoring Agreement may be terminated by CIT upon 60 days’ written notice or immediately upon the occurrence of an event of default as defined in the agreement. The A&R Factoring Agreement may be terminated by the Company upon 60 days’ written notice prior to December 31, 2020 or annually with 60 days’ written notice prior to December 31 of each year thereafter. In connection with the GBG Acquisition, the A&R Factoring Agreement was amended and restated to, among other items, extend the term of the agreement until October 29, 2023. SWIMS Factoring Agreement In connection with the acquisition of SWIMS, SWIMS has maintained a preexisting Credit Assurance and Factoring Agreement between SWIMS and DNB Bank ASA (“ DNB ”), dated August 26, 2013 (the “ SWIMS Factoring Agreement ”). The SWIMS Factoring Agreement is a combined credit assurance and factoring agreement, pursuant to which SWIMS is granted financing of up to 80% of its preapproved outstanding invoiced international receivables, with a credit limit of NOK 7.2 million. On September 3, 2018, the SWIMS Factoring Agreement was amended to increase the credit limit to NOK 10.7 million. DNB receives an annual commission based on invoiced revenues and a quarterly commission of the maximum financing amount plus other administrative costs. The SWIMS Factoring Agreement is secured with (a) first-priority lien on SWIMS’s (i) machinery and plant (up to NOK 10.0 million) and (ii) inventory (up to NOK 10.0 million) and (b) additional liens on SWIMS’s factoring in the amount of NOK 1.0 million (first lien), NOK 4.0 million (second lien), NOK 7.0 million (third lien) and NOK 2.5 million (fourth lien). The SWIMS Factoring Agreement may be terminated by SWIMS upon 14 days’ prior written notice for any reason and by DNB upon 14 days’ prior written notice for just cause. DNB may also terminate the SWIMS Factoring Agreement without any prior written notice in the event of a material breach by SWIMS. As of September 30, 2018, SWIMS had outstanding financing commitments on NOK 30.8 million (approximately $3.8 million as of September 30, 2018) of its preapproved outstanding invoiced receivables pursuant to the SWIMS Factoring Agreement. Accounts receivable consists of the following (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Non-recourse receivables assigned to factor $ 15,543 $ 19,566 $ 18,780 Client recourse receivables 4,336 1,473 4,244 Total receivables assigned to factor 19,879 21,039 23,024 Allowance for customer credits (1,412) (3,597) (3,480) Total factored accounts receivable, net $ 18,467 $ 17,442 $ 19,544 Non-factored accounts receivable $ 4,095 $ 5,974 $ 5,456 Allowance for customer credits (288) (863) (1,065) Allowance for doubtful accounts (784) (307) (203) Total non-factored accounts receivable, net $ 3,023 $ 4,804 $ 4,188 Total accounts receivable, net $ 21,490 $ 22,246 $ 23,732 Of the total amount of receivables sold by the Company as of September 30, 2018, December 31, 2017 and September 30, 2017, the Company holds the risk of payment of approximately $4.3 million, $1.5 million and $4.2 million, respectively, in the event of non-payment by the customers.

Inventories

Inventories	9 Months Ended
	Sep. 30, 2018
Inventories
Inventories	4. Inventories Inventories are valued at net realizable value with cost determined by the first-in, first-out method. Inventories consisted of the following (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Finished goods $ 32,366 $ 29,721 $ 35,585 Finished goods consigned to others 673 1,524 1,908 Work in progress 190 218 267 Raw materials 338 270 244 Total inventories $ 33,567 $ 31,733 $ 38,004

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets	9 Months Ended
	Sep. 30, 2018
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets	5. Impairment of Long-Lived Assets When the Company determines that the carrying value of long‑lived assets, such as property and equipment, may not be recoverable based upon the existence of one or more factors, and the carrying value exceeds the estimated undiscounted cash flows expected to be generated by the asset, impairment is measured based on a projected discounted cash flow method using a discount rate determined by management. These cash flows are calculated by netting future estimated sales against associated merchandise costs and other related expenses such as payroll, occupancy and marketing. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows. Future expected cash flows for retail store assets are based on management’s estimates of future cash flows over the remaining lease period or expected life, if shorter. The Company considers historical trends, expected future business trends and other factors when estimating each store’s future cash flow. The Company also considers factors such as: the local environment for each store location, including mall traffic and competition; the ability to successfully implement strategic initiatives; and the ability to control variable costs such as cost of goods sold and payroll, and in some cases, renegotiate lease costs. If actual results are not consistent with the assumptions and judgments used in estimating future cash flows and asset fair values, there may be additional exposure to future impairment losses that could be material to the results of operations. There was no impairment charge recorded related to the retail stores during both the three and nine months ended September 30, 2018 and 2017.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	Sep. 30, 2018
Intangible Assets and Goodwill
Intangible Assets and Goodwill	6. Intangible Assets and Goodwill Intangible assets are recorded at cost, less accumulated amortization. Amortization of intangible assets with finite lives is provided for over their estimated useful lives on a straight-line basis. The lives of the trade names are indefinite. Intangible assets as of September 30, 2018 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 65,887 $ — $ 65,887 Customer relationships 7 to 15 Years 35,101 13,829 21,272 Non-compete agreements 3 Years 135 99 36 Total $ 101,123 $ 13,928 $ 87,195 Intangible assets as of December 31, 2017 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 65,812 $ — $ 65,812 Customer relationships 7 to 15 Years 35,081 11,629 23,452 Non-compete agreements 3 Years 133 65 68 Total $ 101,026 $ 11,694 $ 89,332 Intangible assets as of September 30, 2017 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 66,087 $ — $ 66,087 Customer relationships 7 to 15 Years 35,150 10,905 24,245 Non-compete agreements 3 Years 138 56 82 Total $ 101,375 $ 10,961 $ 90,414 Amortization expense related to the intangible assets amounted to approximately $0.7 million for both the three months ended September 30, 2018 and 2017 and approximately $2.2 million for both the nine months ended September 30, 2018 and 2017. As of September 30, 2018, the future amortization expense related to the finite-lived intangible assets is as follows (in thousands): 2018 Remainder of the year $ 748 2019 2,956 2020 2,936 2021 2,932 2022 2,932 Thereafter 8,804 $ Goodwill consisted of the following as of September 30, 2018, December 31, 2017 and September 30, 2017 (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Beginning balance $ 8,380 $ 8,271 $ 8,271 Foreign currency adjustments 26 109 200 Ending balance $ 8,406 $ 8,380 $ 8,471 There was no impairment charge recorded related to intangible assets or goodwill during the three and nine months ended September 30, 2018 and 2017.

Contracts with Customers

Contracts with Customers	9 Months Ended
	Sep. 30, 2018
Contracts with Customers
Contracts with Customers	7. Contracts with Customers The Company had contract assets and contract liabilities from customers of $1.5 million and $0.3 million, respectively, as of September 30, 2018. Upon adoption of ASC 606 as of January 1, 2018, the Company recorded contract assets and contract liabilities of $1.3 million and $0.1 million, respectively (see Note 2 – “Summary of Significant Accounting Policies” above for a further discussion on the adoption of ASC 606). Receivables from contracts with customers included in accounts receivable, net within the accompanying condensed consolidated balance sheet were $0.7 million and $0.3 million as of September 30, 2018 and January 1, 2018, respectively. The contract assets relate to the Company’s right to consideration in exchange for the Company’s completed performance under the contract and granting the right to use the intellectual property, but not billed as of the reporting date. The contract assets are transferred to accounts receivable when the rights become unconditional. Receipt of payments from customers is based on minimum guarantee schedules as established in the contracts plus royalties earned on sales exceeding the minimum guarantee. The contract liabilities relate to the advance consideration received from customers for upfront license fees for which revenue is recognized on a straight-line basis over the term of the contract. Significant changes in the contract assets and the contract liability balances during the nine months ended September 30, 2018 are as follows (in thousands): Contract Assets Contract Liabilities Beginning balance at January 1, 2018 $ 1,344 $ 52 Revenue recognized from performance obligations satisfied in the current period 1,386 (39) Transferred to accounts receivables from contract assets recognized at the beginning of the period (1,145) — Contract liabilities recognized related to upfront license fees — 300 Other (89) (28) Ending balance at September 30, 2018 $ 1,496 $ 285 The Company evaluates contract assets and receivables from contracts with customers for impairment each period. There was no impairment of contract assets or receivables from contracts with customers during the three and nine months ended September 30, 2018. The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2018 (in thousands). Revenue expected to be recognized related to variable consideration for sales-based royalty promised in exchange for a license of intellectual property is not included in the table below. License arrangements in which royalty revenue is recognized based on actual sales extend through December 2023. Revenue recognized for variable consideration under license arrangements for the three and nine months ended September 30, 2018 was $0.5 million and $1.3 million, respectively. Remainder of 2018 2019 2020 2021 2022 Total Royalty license contracts with customers $ 469 1,760 1,743 1,035 283 $ 5,290

Debt

Debt	9 Months Ended
	Sep. 30, 2018
Debt
Debt	8. Debt The payment schedule of the Company’s line of credit, long-term debt and convertible notes as of September 30, 2018 is as follows (in thousands): Payments Due by Period Deferred Original Remainder of Financing Issue Carrying 2018 2019 2020 2021 Total Costs, Net Discount, Net Value Line of credit $ 1,698 $ — $ 22,998 $ — $ 24,696 $ 282 $ — $ 24,414 Long-term debt 625 3,750 5,000 37,000 46,375 628 — 45,747 Convertible notes — — — 17,830 17,830 — 2,964 14,866 Total $ 2,323 $ 3,750 $ 27,998 $ 54,830 $ 88,901 $ 910 $ 2,964 $ 85,027 Line of Credit and Long-Term Debt – ABL Credit Agreement and Term Credit Agreement On January 28, 2016, the Company and certain of its subsidiaries entered into (i) the ABL Credit Agreement; (ii) the Term Credit Agreement; and (iii) the A&R Factoring Agreement. See “Note 3 – Factored Accounts and Receivables” for a discussion of the A&R Factoring Agreement. The ABL Credit Agreement provided for a senior secured asset-based revolving credit facility (the “ Revolving Facility ”) with commitments in an aggregate principal amount of $40.0 million. The Term Credit Agreement provided for a senior secured term loan credit facility (the “ Term Facility ”) in an aggregate principal amount of $50 million. The Revolving Facility had a maturity date of October 30, 2020. The Term Facility had a maturity date of January 28, 2021. The amount available to be drawn under the Revolving Facility was based on the borrowing base values attributed to eligible accounts receivable and eligible inventory. The availability under the Revolving Facility as of September 30, 2018 was $7.9 million. Borrowings under the Revolving Facility and the Term Facility totaled $23.0 million and $46.4 million as of September 30, 2018, respectively. Certain of the Company’s subsidiaries were co-borrowers under the ABL Credit Agreement and the Term Credit Agreement. The obligations under the ABL Credit Agreement and the Term Credit Agreement were guaranteed by all of the Company’s domestic subsidiaries and were secured by substantially all of the Company’s assets, including the assets of its domestic subsidiaries. The ABL Credit Agreement provided that, subject to customary conditions, the Company, and certain of its subsidiaries that were borrowers, may seek to obtain incremental commitments under the Revolving Facility in an aggregate amount not to exceed $10.0 million. The Term Credit Agreement provided that, subject to customary conditions, the Company, and certain of its subsidiaries that were borrowers, may seek to obtain incremental term loans under the Term Facility in an aggregate amount not to exceed $50.0 million. The Company did not have any commitments for such incremental loans under either facility as of September 30, 2018. There were no scheduled payments under the Revolving Facility. The Revolving Facility was required to be prepaid to the extent extensions of credit thereunder exceed the applicable borrowing base. Outstanding loans under the Revolving Facility could be prepaid at any time at the Company’s option without premium or penalty, other than customary "breakage" costs with respect to LIBOR loans. The Term Facility was subject to quarterly payments of principal as follows: (i) 0.25% for each of the first four fiscal quarters for the fiscal year beginning after January 1, 2016; (ii) 0.625% for each of the four fiscal quarters thereafter; (iii) 1.25% for each of the next following four fiscal quarters; (iv) 1.875% for each of the next following four fiscal quarters; and (v) 2.50% for each fiscal quarter thereafter, with the balance payable at maturity. The Term Facility included mandatory prepayments customary for credit facilities of its nature, including, subject to certain exceptions: (i) 100% of the net cash proceeds from issuances of debt that was not permitted and certain equity issuances; (ii) 100% of the net cash proceeds from certain non-ordinary course asset sales, subject to customary exceptions and reinvestment rights; (iii) 100% of certain insurance proceeds and condemnation recoveries, subject to customary exceptions and reinvestment rights; (iv) 100% of the net cash proceeds from certain extraordinary receipts; and (v) a variable percentage of excess cash flow, ranging from 50% to 0% depending on the Company’s senior leverage ratio. Outstanding loans under the Term Facility could be prepaid at any time at the Company’s option subject to customary “breakage” costs with respect to LIBOR loans. Subject to certain exceptions, prepayments of loans under the Term Facility were subject to a prepayment premium of 1.00% during the second year after the closing date of the Term Credit Agreement. Borrowings under the ABL Credit Agreement and Term Credit Agreement were subject to interest at a rate equal to either, at the Company’s option, an adjusted base rate or the LIBOR (subject to a 0.50% floor for borrowings under the Term Facility), in each case plus an applicable margin. The applicable margins for borrowing under the Term Facility (which varied based the Company’s senior leverage ratio) ranged from 9.75% to 6.00% for base rate loans and 10.75% to 7.00% for LIBOR loans. The applicable margin for borrowings under the Revolving Facility was 0.50% for base rate loans and 1.75% for LIBOR loans. An unused commitment fee equal to 0.25% per annum of the average daily amount by which the total commitments under the Revolving Facility exceeds the outstanding usage under the Revolving Facility was payable monthly in arrears. The ABL Credit Agreement and Term Credit Agreement contained customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries, to incur additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, dispose of assets, make prepayments of certain indebtedness, pay certain dividends and other restricted payments, make investments, and engage in transactions with affiliates. The Term Credit Agreement required the Company to comply with various financial covenants to be tested. If an event of default under a credit agreement occurred and continued, the commitments could be terminated and the principal amount outstanding, together with all accrued and unpaid interest and other amounts owed could be declared immediately due and payable. To permit the acquisition of SWIMS, on July 18, 2016, the Company entered into amendments to the ABL Credit Agreement and the Term Credit Agreement. Additionally, on March 27, 2017 and March 27, 2018, the Company entered into further amendments to these agreements to modify certain defined terms, add a liquidity covenant, revise certain other covenants and modify the applicable base and LIBOR rates. On October 29, 2018, in connection with the GBG Acquisition and entry into the Credit Agreements, as defined in “Note 16 – Subsequent Events”, the ABL Credit Agreement and Term Credit Agreement were terminated and all outstanding obligations thereunder were repaid. For additional information, see “ Note 16 – Subsequent Events.” Modified Convertible Notes On September 8, 2015, the Company entered into the rollover agreement with the holders of convertible notes originally issued in connection with the acquisition of the Hudson business (“the Rollover Agreement ”), pursuant to which, on January 28, 2016, the holders of the notes contributed the notes to the Company in exchange for 1,167,317 shares of common stock; a cash payment of approximately $8.6 million, before expenses; and an aggregate principal amount of approximately $16.5 million of modified convertible notes (the “ Modified Convertible Notes ”). The Modified Convertible Notes are structurally and contractually subordinated to the Company’s senior debt and will mature on July 28, 2021. The Modified Convertible Notes accrue interest quarterly on the outstanding principal amount at a rate of 6.5% per annum (which increased to 7% as of October 1, 2016 with respect to the Modified Convertible Notes issued to Fireman Capital CPF Hudson Co-Invest LP (“ Fireman ”)), which is payable 50% in cash and 50% in additional paid-in-kind notes; provided, however, that the Company may, in its sole discretion, elect to pay 100% of such interest in cash. Beginning on January 28, 2016, the Modified Convertible Notes are convertible by each of the holders into shares of our common stock, cash, or a combination of cash and common stock, at the Company’s election. If the Company elects to issue only shares of common stock upon conversion of the Modified Convertible Notes, each of the Modified Convertible Notes would be convertible, in whole but not in part, into a number of shares of the Company’s common stock equal to the “conversion amount” divided by the “market price.” The “conversion amount” is (a) the product of (i) the “market price”, multiplied by (ii) the quotient of (A) the principal amount, divided by (B) the conversion price, minus (b) the aggregate optional prepayment amounts paid to the holder. The “market price” is the average of the closing prices for our common stock over the 20-trading-day period immediately preceding the notice of conversion. If the Company elects to pay cash with respect to a conversion of the Modified Convertible Notes, the amount of cash to be paid per share will be equal to the conversion amount. The Company will have the right to prepay all or any portion of the principal amount of the Modified Convertible Notes at any time so long as the Company makes a pro rata prepayment on all of the Modified Convertible Notes. The following table is a summary of the recorded value of the Modified Convertible Notes as of September 30, 2018 (in thousands). The value of the convertible notes reflects the present value of the contractual cash flows from the Modified Convertible Notes and resulted in an original issue discount of $4.7 million that was recorded on January 28, 2016, the issuance date. September 30, 2018 Modified Convertible Notes - face value $ 16,473 Less: original issue discount (4,673) Modified Convertible Notes recorded value on issue date 11,800 PIK interest issued 1,357 Accumulated accretion of original issue debt discount 1,709 Modified Convertible Notes value $ 14,866 Short-Term Convertible Note In connection with the acquisition of SWIMS® in July 2016, the Company entered into certain financing arrangements with Tengram Capital Fund II, L.P. (“ Tengram II ”), an entity affiliated with the holder of the Company’s Series A Convertible Preferred Stock, TCP Denim, LLC, including a convertible note issued to Tengram II on July 18, 2016 (the “ SWIMS Convertible Note ”). The SWIMS Convertible Note accrued interest at a rate of 3.75% per annum, compounding on the first day of each month starting August 1, 2016, and was convertible, at Tengram II’s option or on the revised maturity date of January 18, 2018, which had an original maturity date of January 18, 2017, if not already repaid in cash on or prior to that date, into newly issued shares of our Series A-1 preferred stock, par value $0.10 per share (the “ Series A-1 Preferred Stock ”), at a conversion price of $3.00 per share. On January 18, 2018, the SWIMS Convertible Note matured and automatically converted into newly issued shares of the Company’s Series A-1 Preferred Stock, at a conversion price of $3.00 per share. The outstanding balance of the Convertible Note, together with any accrued and unpaid interest thereon, converted into 4,587,964 shares of Series A-1 Preferred Stock. Upon the issuance of such shares of Series A-1 Preferred Stock by the Company to Tengram II, the Convertible Note was settled in its entirety. The Series A-1 Preferred Stock was convertible into shares of the Company’s common stock, par value $0.10 per share (the “ Common Stock ”), at an initial price of $3.00 per share (subject to adjustment), was entitled to dividends at a rate of 10% per annum payable quarterly in arrears, was senior to the common stock upon liquidation and had voting rights on an as-converted basis alongside its common stock. On October 29, 2018, 4,587,964 shares of the Company’s Series A-1 Preferred Stock converted into 4,951,177 newly issued shares of Common Stock in accordance with the terms of the Series A-1 Preferred Stock (the “ Series A-1 Conversion ”). For additional information, see “ Note 16 – Subsequent Events.” SWIMS Overdraft Agreement In connection with the acquisition of SWIMS, SWIMS has maintained a preexisting Overdraft Facility Agreement between SWIMS and DNB, dated January 27, 2016 (the “ SWIMS Overdraft Agreement ”). The SWIMS Overdraft Agreement is an overdraft facility that provides SWIMS with access to up to NOK 6.0 million (approximately $0.7 million as of September 30, 2018) in total, divided between (a) an ordinary credit of NOK 3.5 million at an interest rate of 7.4% plus an additional quarterly fee of 0.4% on the outstanding principal in frame commissions and (b) an additional credit of NOK 2.5 million at an interest rate of 4.9% plus an additional quarterly fee of 0.5% on the outstanding principal in frame commissions. The SWIMS Overdraft Agreement is secured with (a) first-priority liens on SWIMS’s (i) machinery and plant (up to NOK 10.0 million) and (ii) inventory (up to NOK 10.0 million) and (b) additional liens on SWIMS’s factoring in the amount of NOK 1.0 million (first lien), NOK 4.0 million (second lien), NOK 7.0 million (third lien) and NOK 2.5 million (fourth lien). For more information on the SWIMS Factoring Agreement, see “Note 3 – Factored Accounts and Receivables.” The SWIMS Overdraft Agreement may be terminated by SWIMS upon 14 days’ prior written notice for any reason and by DNB upon 14 days’ prior written notice for just cause. DNB may also terminate the SWIMS Overdraft Agreement without any prior written notice in the event of a material breach by SWIMS. As of September 30, 2018, the outstanding balance on the facility governed by the SWIMS Overdraft Agreement and the SWIMS Factoring Agreement, as described in “Note 3–Factored Accounts and Receivables”, was NOK 13.8 million (approximately $1.7 million). Total Interest Expense The following table is a summary of total interest expense (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Contractual coupon interest $ 2,154 $ 1,984 $ 6,201 $ 5,694 Amortization of discounts and deferred financing costs 308 278 896 842 Total interest expense $ 2,462 $ 2,262 $ 7,097 $ 6,536

Fair Value Measurement of Finan

Fair Value Measurement of Financial Instruments	9 Months Ended
	Sep. 30, 2018
Fair Value Measurement of Financial Instruments
Fair Value Measurement of Financial Instruments	9. Fair Value Measurement of Financial Instruments The fair value of financial instruments held (which consist of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses) do not differ materially from their recorded amounts because of the relatively short period of time between origination of the instruments and their expected realization. The carrying amounts of the line of credit and long-term debt approximate fair value because of the variable interest rates. The fair value of the convertible notes is based on the amount of future cash flows associated with the instrument discounted using the incremental borrowing rate, which are considered Level 3 liabilities. Under ASC 820 , Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. ASC 820 also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: Level 1—Quoted prices in active markets for identical assets or liabilities Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurements. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. The following table presents the fair value hierarchy for liabilities measured at fair value on a non-recurring basis as of September 30, 2018, December 31, 2017 and September 30, 2017 (in thousands): Carrying Value Fair Value September 30, December 31, September 30, September 30, December 31, September 30, Financial Instrument Level 2018 2017 2017 2018 2017 2017 Convertible note - short-term $ — $ 13,694 $ 13,565 $ — $ 13,694 $ 13,565 Convertible notes - long-term 14,866 13,866 13,549 11,700 11,700 11,250 $ 14,866 $ 27,560 $ 27,114 $ 11,700 $ 25,394 $ 24,815 The key assumptions for determining the fair value at September 30, 2018 included the remaining time to maturity of 2.87 years, volatility of 60%, and the risk-free interest rate of 2.88%.

Equity

Equity	9 Months Ended
	Sep. 30, 2018
Equity
Equity	10. Equity Stock Incentive Plans Amended and Restated 2004 Stock Incentive Plan In 2004, the Board of Directors adopted, and the Company’s shareholders approved the 2004 Stock Incentive Plan. In September 2011, the Board of Directors adopted, and in October 2011, the Company’s shareholders approved, the Amended and Restated 2004 Stock Incentive Plan (the “Amended and Restated Plan” ) to update the 2004 Stock Incentive Plan with respect to certain provisions and changes in the Internal Revenue Code of 1986 since its original adoption. 2016 Stock Incentive Plan On October 5, 2016, the Board of Directors adopted the Differential Brands Group Inc. 2016 Stock Incentive Compensation Plan (the “ 2016 Stock Incentive Plan ”) which was approved by the Company’s shareholders on November 7, 2016. Under the 2016 Stock Incentive Plan, 3,529,109 shares of common stock were reserved for issuance in connection with grants of nonqualified stock options, incentive stock options, stock appreciation rights (“ SARs ”), restricted stock, restricted stock units (“ RSUs ”), performance-based compensation awards, other stock-based awards, dividend equivalents and cash-based awards. The Company has granted RSUs, stock options and performance share units (“ PSUs ”) to its officers, non-employee directors, employees and consultants pursuant to the 2016 Plan. On October 29, 2018, the 2016 Stock Incentive Plan was amended to increase the number of shares available for issuance to 12,725,963 and change the references throughout the 2016 Incentive Plan from Differential Brands Group Inc. to Centric Brands Inc. As of September 30, 2018, shares reserved for future issuance under the incentive plans include: (i) 444 shares of common stock issuable upon the exercise of stock options granted under the Amended and Restated Plan; and (ii) 1,200,570 shares of common stock issuable under the 2016 Stock Incentive Plan. As of September 30, 2018, no shares remained available for grant under the Amended and Restated Plan. Stock Options The following table summarizes stock option activity by incentive plan for the nine months ended September 30, 2018 (in actual amounts): Amended and 2016 Stock Total Number Restated Plan Incentive Plan of Shares Outstanding at January 1, 2018 444 70,277 70,721 Granted — — — Exercised — — — Forfeited / Expired — — — Outstanding at September 30, 2018 444 70,277 70,721 The following table summarizes stock option activity for all incentive plans for the nine months ended September 30, 2018 (in actual amounts): Weighted Weighted Average Aggregate Average Remaining Contractual Intrinsic Options Exercise Price Life (Years) Value Outstanding at January 1, 2018 70,721 $ 4.07 Granted — — Exercised — — Expired — — Forfeited — — Outstanding at September 30, 2018 70,721 $ 4.07 3.80 $ 2,811 Exercisable at September 30, 2018 70,721 $ 4.07 3.80 $ 2,811 For all stock compensation awards that contain graded vesting with time‑based service conditions, the Company has elected to apply a straight‑line recognition method to account for these awards. A total of $0 and $(7) thousand stock-based compensation expense related to stock options was recognized during the three months ended September 30, 2018 and 2017, respectively. A total of $0 and $7 thousand stock-based compensation expense related to stock options was recognized during the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was no unrecognized compensation cost related to unvested stock options. The stock option awards are measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility over the option’s expected term, the risk-free interest rate over the option’s expected term and the expected annual dividend yield, if any. The Company accounts for forfeitures as they occur. Shares of common stock will be issued when the options are exercised. Restricted Stock Units The following table summarizes RSU activity for the nine months ended September 30, 2018 (in actual amounts): Restricted Stock Units Number Of Weighted Average Grant Outstanding at January 1, 2018 745,702 $ 3.68 Granted 1,023,485 1.23 Vested 952,046 1.84 Forfeited 60,000 1.87 Outstanding at September 30, 2018 757,141 $ 2.83 A total of $0.6 million and $0.4 million of stock-based compensation expense was recognized related to RSUs during the three months ended September 30, 2018 and 2017, respectively. A total of $2.1 million and $1.3 million of stock-based compensation expense was recognized related to RSUs during the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was $1.0 million of total unrecognized compensation cost related to unvested Restricted Stock Units. The unrecognized compensation cost is expected to be recognized over a weighted‑average of 1.4 years. Performance Share Units The Company has granted 563,678 performance share units, which vest if the performance targets set by the Compensation Committee are met. If less than 80 percent of the performance targets are reached, zero percent of the performance share units will vest. For certain performance share units, unvested performance share units in any completed year will be eligible for vesting in subsequent years if the subsequent year performance target is exceeded and the excess is sufficient to make up for the prior year shortfall. As of September 30, 2018, 111,111 performance share units have been forfeited and 452,567 unvested performance share units are outstanding. As of September 30, 2018, no performance share units have vested, and no expense has been recognized. Series A Preferred Stock In connection with the RG Merger, the Company entered into the RG Stock Purchase Agreement with TCP Denim, LLC pursuant to which the Company issued and sold to TCP Denim, LLC an aggregate of 50,000 shares of the Company’s Series A Convertible Preferred Stock, par value $0.10 per share (the “ Series A Preferred Stock ”) for an aggregate purchase price of $50.0 million in cash. The proceeds from the sale of Series A Preferred Stock were used to consummate the RG Merger. On October 29, 2018, fifty thousand (50,000) shares of the Company’s Series A Preferred Stock converted into 5,852,142 newly issued shares of Common Stock in accordance with the terms of the Series A Preferred Stock (the “ Series A Conversion ”). For additional information, see “Note 16–Subsequent Events.” Under the form of certificate of designation for the Series A Preferred Stock, each share of Series A Preferred Stock entitled the holder to receive cumulative dividends when, as and if declared by the Board of Directors or a duly authorized committee thereof, payable quarterly, at an annual rate of 10%, plus accumulated and accrued dividends thereon through such date. Additionally, if the Board of Directors declared or paid a dividend on the common stock, then each holder of the Series A Preferred Stock was entitled to receive a cash dividend on an as-converted basis. Each holder of the Series A Preferred Stock was entitled to vote on an as-converted basis and together with the holders of common stock as a single class, subject to certain limitations. For so long as a to-be-determined percentage of the shares of the Series A Preferred Stock remained outstanding, the holders of the Series A Preferred Stock, exclusively and as a separate class, were entitled to elect three members of the Board of Directors, each of whom could only have been removed without cause by the affirmative vote of the holders of a majority of the shares of Series A Preferred Stock. The holders of the Series A Preferred Stock had separate class voting rights with respects to certain matters affecting their rights. Upon any liquidation event, holders of the Series A Preferred Stock were entitled to receive the greater of the liquidation preference on the date of determination and the amount that would be payable to the holders of the Series A Preferred Stock had such holders converted their shares of Series A Preferred Stock into shares of common stock immediately prior to such liquidation event. Each share of the Series A Preferred Stock was convertible, at the option of the holder thereof, at any time and without the payment of additional consideration by the holder, at an initial conversion price of $11.16. Series A-1 Preferred Stock On January 18, 2018, the SWIMS Convertible Note originally issued on July 18, 2016 to Tengram II, as amended, with a principal amount of $13.0 million, matured and automatically converted into newly issued shares of Series A-1 Preferred Stock, at a conversion price of $3.00 per share. The outstanding balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into 4,587,964 shares of Series A-1 Preferred Stock. The Series A-1 Preferred Stock was convertible on a one-to-one basis into shares of Common Stock. Under the form of certificate of designation for the Series A-1 Preferred Stock, each share of Series A-1 Preferred Stock entitled the holder to receive cumulative dividends when, as and if declared by the Board of Directors or a duly authorized committee thereof, payable quarterly, at an annual rate of 10%, plus accumulated and accrued dividends thereon through such date. Additionally, if the Board of Directors declared or paid a dividend on the common stock, then each holder of the Series A Preferred Stock was entitled to receive a cash dividend on an as-converted basis. Each holder of the Series A Preferred Stock was entitled to vote on an as-converted basis and together with the holders of common stock as a single class, subject to certain limitations. The Series A-1 Preferred Stock was senior to the Common Stock upon a liquidation and had as-converted voting rights alongside the Common Stock. On October 29, 2018, 4,587,964 shares of the Company’s Series A-1 Preferred Stock were converted at the election of the holders thereof into 4,951,177 newly issued shares of Common Stock in accordance with the terms of the Series A-1 Preferred Stock. For additional information, see “ Note 16 – Subsequent Events.” Warrants The Company issued warrants in conjunction with the acquisition and financing of SWIMS that are currently exercisable and have been classified as equity. In connection with the SWIMS acquisition, the Company issued to Tengram II a warrant for the purchase of 500,000 shares of common stock at an exercise price of $3.00 per share (the “ SWIMS Warrant ”) and has an estimated fair value of $465 thousand. The Company determined the fair value of the warrant at the date of grant using the Black-Scholes option pricing model based on the market value of the underlying common stock, an exercise price of $3.00 per share, an expected life (term) of 5 years, a volatility rate of 50%, based upon the expected volatility in market traded stock over the same period as the remaining term of the warrants, zero dividends, and a risk free interest rate of 1.14%. In addition, a 20% discount for lack of marketability was applied based upon the Rule 144 six-month restriction period. The SWIMS Warrant expires on July 18, 2021. Also in connection with the SWIMS acquisition, the Company issued to the shareholders of SWIMS (the “ SWIMS Sellers ”) warrants for the purchase of 150,000 shares of common stock with an exercise price of $5.47 per share that have an estimated fair value of $45 thousand. The Company determined the fair value of the warrants at the date of grant using the Black-Scholes option pricing model based on the market value of the underlying common stock, an exercise price of $5.47 per share, an expected life (term) of 3 years, a volatility rate of 45%, based upon the expected volatility in market traded stock over the same period as the remaining term of the warrants, zero dividends, and a risk free interest rate of 0.85%. In addition, a 10% discount for lack of marketability was applied based upon the Rule 144 six-month restriction period. The SWIMS Sellers warrants expire on July 18, 2019.

Loss per Share

Loss per Share	9 Months Ended
	Sep. 30, 2018
Loss per Share
Loss per Share	11. Loss per Share Loss per share is computed using weighted average common shares and dilutive common equivalent shares outstanding. Potentially dilutive shares consist of outstanding stock options, unvested RSUs, unvested PSUs, warrants, convertible Series A Preferred Stock, convertible Series A-1 Preferred Stock and shares issuable upon the assumed conversion of the Modified Convertible Notes and the SWIMS Convertible Note. Loss per share for the three and nine months ended September 30, 2017 has been corrected to include the effect of the preferred dividends, see “Note 2 – Summary of Significant Accounting Policies” for additional information. A reconciliation of the numerator and denominator of basic and diluted loss per share is as follows (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Basic loss per share computation Numerator: Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Loss per common share - basic $ (0.89) $ (0.12) $ (1.87) $ (0.80) Diluted loss per share computation Numerator: Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, Series A-1, convertible notes — — — — Dilutive common shares 14,085 13,322 13,873 13,306 Loss per common share - diluted $ (0.89) $ (0.12) $ (1.87) $ (0.80) The following potential shares of common stock were excluded from diluted EPS as the Company had a net loss for the period (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Outstanding stock options 71 150 71 150 Unvested RSUs 757 1,060 757 1,060 Unvested PSUs 453 458 453 458 Outstanding warrants 650 650 650 650 Convertible Series A Preferred Stock 4,480 4,480 4,480 4,480 Convertible Series A-1 Preferred Stock 4,588 — 4,588 — Modified Convertible Notes 1,278 1,237 1,278 1,237 SWIMS Convertible Note — 4,522 — 4,522 Loss per Share under Two−Class Method The Series A and Series A-1 Convertible Preferred Stock had the non-forfeitable right to participate on an as converted basis at the conversion rate then in effect in any common stock dividends declared and as such, are considered participating securities. Both the Series A and Series A-1 Convertible Preferred Stock are included in the computation of basic and diluted loss per share pursuant to the two-class method. Holders of the Series A and Series A-1 Convertible Preferred Stock did not participate in undistributed net losses because they were not contractually obligated to do so. The computation of diluted loss per share attributable to common stockholders reflects the potential dilution that could occur if securities or other contracts to issue shares of common stock that are dilutive were exercised or converted into shares of common stock (or resulted in the issuance of shares of common stock) and would then share in the Company’s earnings. During the periods in which the Company record a loss from continuing operations attributable to common stockholders, securities would not be dilutive to net loss per share and conversion into shares of common stock is assumed not to occur. The following table provides a reconciliation of net loss to preferred stockholders and common stockholders for purposes of computing net loss per share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to stockholders (12,471) (1,565) (25,898) (10,692) Participating securities - Series A and Series A-1 Convertible Preferred Stock — — — — Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Loss per common share - basic and diluted under two-class method $ (0.89) $ (0.12) $ (1.87) $ (0.80)

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2018
Income Taxes
Income Taxes	12. Income Taxes The Company accounts for income taxes under the asset and liability method; under this method, deferred assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “ Tax Act ”). The Tax Act establishes new tax laws that may affect the Company’s financial results, including, but not limited to: (1) a reduction of the U.S. federal corporate tax rate from 34% to 21%; (2) limitation of the deduction for interest expense; (3) a general elimination of U.S. federal income taxes on dividends from foreign subsidiaries; (4) a new provision designed to tax global intangible low-taxed income (“ GILTI ”); (5) limitations on the deductibility of certain executive compensation; and (6) limitations on the use of Federal Tax Credit to reduce the U.S. income tax liability. The SEC staff issued Staff Accounting Bulletin 118, (“ SAB 118 ”) and the FASB issued ASU No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , which provide guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. Effective January 1, 2018, the Tax Act creates a new requirement to include in U.S. income global intangible low-taxed income (GILTI). The FASB Staff Q&A, Topic 740, No. 5, Accounting for GILTI , states that an entity can make an accounting policy election to either (1) treat taxes due on future U.S. inclusions related to GILTI as a current-period expense when incurred (the “period cost method”) or (2) factor such amounts into a company’s measurement of its deferred taxes (the “deferred method”). The Company selected the period cost method to record the tax effects of GILTI in its financial statements. For the three and nine months ended September 30, 2018, GILTI related to current-year operations only is included in the estimated annual effective tax rate. The effective tax rate from operations was a benefit of 10% for the three months ended September 30, 2018 compared to 82% for the three months ended September 30, 2017. The effective tax rate from operations was a benefit of 10% for the nine months ended September 30, 2018 compared to an expense of 13% for the nine months ended September 30, 2017. The difference in the effective tax rate for the three and nine months ended September 30, 2018, as compared to the three and nine months ended September 30, 2017, was primarily due to a change in the ratio of year-to-date losses to forecasted losses. The projected tax expense for the year predominately consists of current state and foreign tax expenses and deferred taxes associated with the Company’s foreign subsidiary and the Company’s deferred tax liability for indefinite lived intangible assets. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that all or a portion of a deferred tax asset will not be realized. Quarterly, management reassesses the need for a valuation allowance. Realization of deferred income tax assets is dependent upon taxable income in prior carryback years, estimates of future taxable income, tax planning strategies and reversals of existing taxable temporary differences. Because of our lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance, excluding a portion of the deferred tax liabilities for long-lived intangibles, unless they can be scheduled to reverse against deferred tax assets with unlimited carryforward periods. The Company has not provided for U.S. taxes on unremitted earnings of its foreign subsidiary, as the Company does not expect to remit earnings and profits for such subsidiary to the U.S. As a result, deferred taxes were not provided related to the cumulative translation adjustments. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The net operating losses are presented net of any expirations associated with such limitations. At September 30, 2018, December 31, 2017 and September 30, 2017, the Company had $0. 1 million of certain unrecognized tax benefits included as a component of accounts payable and accrued expenses within the accompanying condensed consolidated balance sheets. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examination by taxing authorities for years prior to 2014.

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2018
Segment Reporting
Segment Reporting	13. Segment Reporting The following table contains summarized financial information by reportable segment (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Net sales: Wholesale $ 28,410 $ 32,393 $ 80,808 $ 88,910 Consumer Direct 10,434 9,188 31,128 27,959 Corporate and other 987 808 2,678 2,075 $ 39,831 $ 42,389 $ 114,614 $ 118,944 Gross profit: Wholesale $ 9,724 $ 11,655 $ 25,817 $ 33,210 Consumer Direct 6,455 5,592 19,351 17,592 Corporate and other 981 808 2,672 2,075 $ 17,160 $ 18,055 $ 47,840 $ 52,877 Operating expenses: Wholesale $ 3,586 $ 3,428 $ 9,951 $ 11,053 Consumer Direct 5,870 5,981 17,761 18,364 Corporate and other 16,950 7,418 35,532 22,742 $ 26,406 $ 16,827 $ 63,244 $ 52,159 Operating (loss) income: Wholesale $ 6,138 $ 8,227 $ 15,866 $ 22,157 Consumer Direct 585 (389) 1,590 (772) Corporate and other (15,969) (6,610) (32,860) (20,667) $ (9,246) $ 1,228 $ (15,404) $ 718 Capital expenditures: Wholesale $ 26 $ 249 $ 182 $ 264 Consumer Direct 93 24 270 318 Corporate and other 213 81 542 308 $ 332 $ 354 $ 994 $ 890 September 30, 2018 December 31, 2017 September 30, 2017 Total assets: Wholesale $ 54,573 $ 53,958 $ 61,536 Consumer Direct 7,043 7,633 8,241 Corporate and other 107,249 112,083 108,608 $ 168,865 $ 173,674 $ 178,385

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies
Commitments and Contingencies	14. Commitments and Contingencies Litigation The Company is party to legal proceedings and claims in the ordinary course of business, including proceedings to protect its intellectual property rights. As part of the Company’s monitoring program for its intellectual property rights, from time to time, the Company files lawsuits in the United States and abroad for acts of trademark counterfeiting, trademark infringement, trademark dilution, patent infringement or breach of other state or foreign laws. These actions often result in seizure of counterfeit merchandise and negotiated settlements with defendants. Defendants sometimes raise the invalidity or unenforceability of the Company’s proprietary rights as affirmative defenses or counterclaims. In the opinion of management, based upon advice of legal counsel, the likelihood is remote that the impact of any pending proceedings and claims, either individually or in the aggregate, would have a material adverse effect on the consolidated financial condition, results of operations or cash flows. However, because the ultimate outcome of legal proceedings and claims involves judgments, estimates and inherent uncertainties, actual outcomes of these proceedings and claims may materially differ from current estimates. It is possible that resolution of one or more of the proceedings currently pending or threatened could result in losses material to the consolidated results of operations, liquidity or financial condition. On a quarterly basis, the Company reviews its legal proceedings and claims to determine if an unfavorable outcome is considered “remote,” “reasonably possible” or “probable” as defined by U.S. GAAP. If it is determined that an unfavorable outcome is probable and is reasonably estimable, potential litigation losses are accrued for. The liability the Company may ultimately incur with respect to such litigation matters, in the event of a negative outcome, may be in excess of amounts accrued for, if at all. If it is determined an unfavorable outcome is not probable or reasonably estimable, no accrual is made.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions
Related Party Transactions	15. Related Party Transactions Peter Kim The Company entered into several agreements, including a stock purchase agreement, a convertible note, a registration rights agreement, an employment agreement and a non-competition agreement with Peter Kim, the Founder and Vice Chairman of Hudson, in connection with the acquisition of Hudson. Additionally, in connection with the RG Merger, the Company entered into a Rollover Agreement pursuant to which the convertible notes were exchanged for a combination of cash, stock and Modified Convertible Notes, and a new employment and non-competition agreement with Mr. Kim. Mr. Kim’s employment agreement was amended on June 16, 2017. Mr. Kim also has rights under the Registration Rights Agreement described below with respect to shares of common stock issuable upon conversion of his Modified Convertible Notes. See “Note 8 – Debt.” As of September 30, 2018, the amount outstanding under the convertible note payable to Mr. Kim was $9.1 million with accrued interest of $149 thousand. Under the non-competition agreement with Differential Brands Group Inc. and Hudson, which became effective as of the closing date of the RG Merger, Mr. Kim has agreed not to engage in, compete with or permit his name to be used by or in connection with any premium denim apparel business outside his role with Hudson that is competitive to Differential Brands Group Inc., Hudson or the Company’s respective subsidiaries for a period of up to three years from, as a result of the amendment to his employment agreement, June 16, 2017. The amendment to Mr. Kim’s employment agreement also involved (i) a change to his annual bonus opportunity, (ii) a modification of his severance arrangement, and (iii) a change to the definition of “Restricted Business” as set forth in the employment agreement. Registration Rights Agreement On the closing date of the RG Merger, the Company entered into a registration rights agreement (the “ Registration Rights Agreement ”) with TCP Denim, LLC and certain of its affiliates, who are one of the major stockholders of the Company, the noteholders party to the Rollover Agreement (including Mr. Kim and Fireman) and Michael Buckley, the Company’s Chief Executive Officer. Pursuant to the Registration Rights Agreement, and subject to certain limitations described therein, the Company is required to provide certain demand and piggyback registration rights to the parties to the Registration Rights Agreement. In particular, if demanded, the Company is required to prepare and file a registration statement on Form S-1 or S-3 (or any similar form or successor thereto) for the registration under the Securities Act of shares of our common stock (i) issued to the parties to the Registration Rights Agreement in connection with the RG Merger Agreement and the Rollover Agreement and (ii) issuable upon conversion of the Series A Convertible Preferred Stock and the Modified Convertible Notes. Prior to the closing date of the RG Merger, the Company had a substantially similar registration rights agreement with the holders of the original convertible notes, which included Fireman and Mr. Kim. The Registration Rights Agreement was amended on October 29, 2018, in connection with the consummation of the GBG Acquisition. For additional information, see “Note 16–Subsequent Events.” Employment Agreements with Officers The Company entered into employment agreements with Mr. Buckley, Mr. Kim and Mr. Ross, the Company’s Chief Financial Officer. The agreements have varying initial terms, but Mr. Buckley’s and Mr. Ross’s contain automatic one-year renewals, unless terminated by either party, and provide for minimum base salaries adjusted for annual increases, incentive bonuses based upon the attainment of specified goals, and severance payments in the event of termination of employment, as defined in the employment contracts. On June 28, 2018, the Company announced it determined not to extend its employment agreement, dated as of January 28, 2016 (the “ Buckley Agreement ”), with Michael Buckley, the Company’s Chief Executive Officer and a member of the Board, beyond its current term expiring on December 31, 2018 and, in accordance with the terms of the Buckley Agreement, delivered a notice of non-renewal to Mr. Buckley. On October 29, 2018, the Company entered into a separation and release agreement with Michael Buckley (the “ Separation Agreement ”) and terminated the Buckley Agreement pursuant to which Mr. Buckley resigned as a director of the Company and from all positions with the Company and any of its subsidiaries. Additionally, in October 2018, the Company entered into employment agreements with a new chief executive officer, Jason Rabin, and a new chief financial officer, Anurup Pruthi. For additional information, see “ Note 16 – Subsequent Events.” Payments to Tengram Capital Partners, LP From time to time, we expect to reimburse Tengram Capital Partners, LP, an entity that is affiliated with the Company’s largest stockholders, for certain travel and other related expenses of its employees related to services performed on the Company’s behalf and at the Company’s request. For the three months ended September 30, 2018 and 2017, the Company did not incur any reimbursement related expenses. For the nine months ended September 30, 2018 and 2017, the Company incurred expenses of $59 thousand and $62 thousand related to reimbursement of expenses, respectively. SWIMS® Transaction In connection with the acquisition of SWIMS in July 2016, the Company entered into certain financing arrangements with Tengram II, an entity affiliated with the holder of the Series A Preferred Stock, TCP Denim, LLC. On January 18, 2018, the SWIMS Convertible Note matured and automatically converted into newly issued shares of the Company’s Series A-1 Preferred Stock, at a conversion price of $3.00 per share. The outstanding balance of the SWIMS Convertible Note, together with any accrued and unpaid interest thereon, converted into 4,587,964 shares of Series A-1 Preferred Stock. Upon the issuance of such shares of Series A-1 Preferred Stock by the Company to Tengram II, the SWIMS Convertible Note was settled in its entirety. On October 29, 2018, 4,587,964 shares of the Company’s Series A-1 Preferred Stock converted into 4,951,177 newly issued shares of Common Stock in accordance with the terms of the Series A-1 Preferred Stock. For additional information, see “Note 16–Subsequent Events.” GSO Capital Partners, LP and Blackstone Tactical Opportunities Advisors L.L.C. In connection with the GBG Acquisition, affiliates of GSO Capital Partners LP and Blackstone Tactical Opportunities Advisors L.L.C. became related parties of the Company. For additional information, see “Note 16–Subsequent Events.”

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events
Subsequent Events	16. Subsequent Events The GBG Acquisition On October 29, 2018 (the “ GBG Closing Date ”), the Company completed the GBG Acquisition pursuant to the GBG Purchase Agreement for approximately $1.21 billion in cash, subject to certain adjustments. The consideration paid by the Company for the GBG Acquisition was funded with proceeds from borrowings under the Credit Agreements (as defined below) and a portion of the proceeds from the Private Placement (as defined below). On the GBG Closing Date, in connection with the entry into the Credit Agreements, (i) the credit and security agreement between the Company and Wells Fargo Bank, National Association, as lender; and (ii) the credit and security agreement by and among the Company, TCW Asset Management Company, as agent, and the lenders party thereto, each dated as of January 28, 2016 and as amended, modified or restated, were terminated and all outstanding obligations thereunder were repaid. The Company has not yet completed the initial accounting of the GBG Acquisition. Credit Agreements On the GBG Closing Date, the Company and certain of its subsidiaries entered into a (i) first lien credit agreement with Ares Capital Corporation (“ Ares ”), as administrative agent, ACF FinCo I LP, as collateral agent, and certain other lenders party thereto (the “ First Lien Credit Agreement ”) and (ii) second lien credit agreement with U.S. Bank National Association, as administrative agent and collateral agent, and certain lenders party thereto (the “ Second Lien Credit Agreement ”, and together with the First Lien Credit Agreement, collectively, the “ Credit Agreements ”). The First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150 million, which matures four and a half years from the GBG Closing Date (the “ New Revolving Facility ”) and a senior secured term loan credit facility in an aggregate principal amount of $645 million, which matures five years from the GBG Closing Date (the “ First Lien Term Loan Facility ”, and together with the New Revolving Facility, collectively, the “ First Lien Facilities ”). The Second Lien Credit Agreement provides for a second lien term loan facility in an aggregate principal amount of $668 million, which matures six years from the GBG Closing Date (the “ Second Lien Term Loan Facility ”, and together with the First Lien Term Loan Facility, collectively, the “ Term Loan Facilities ”). The amount available to be drawn under the New Revolving Facility will be based on the borrowing base values attributed to eligible inventory. The obligations under the Credit Agreements are guaranteed by certain domestic subsidiaries of the Company (the “ Guarantors ”) and are secured by substantially all assets of the Company and its domestic subsidiaries. There are no scheduled periodic payments under the New Revolving Facility or the Second Lien Term Loan Facility. The First Lien Term Loan Facility will be subject to quarterly payments of principal as follows: (i) 0.25% of the initial principal amount for each of the fiscal quarters ending March 31, 2019 and June 30, 2019; (ii) 0.625% of the initial principal amount for each of the fiscal quarters ending September 30, 2019 and December 31, 2019; and (iii) 1.25% of the initial principal amount or each fiscal quarter thereafter, with the balance payable at maturity. The Term Facilities include mandatory prepayments customary for credit facilities of their nature. Subject to certain exceptions, prepayments of loans under the First Lien Term Loan Facility and permanent reductions of the commitments under the New Revolving Facility, in each case, are subject to a prepayment premium of (i) 3.00% during the first year after the GBG Closing Date, (ii) 2.00% during the second year after the GBG Closing Date and (ii) 1.00% during the third year after the GBG Closing Date, plus, if applicable, customary “breakage” costs with respect to LIBOR rate loans. Initial Prepayment Amount ”), (a) 3.00% during the first year after the GBG Closing Date, (b) 2.00% during the second year after the GBG Closing Date and (c) 1.00% during the third year after the GBG Closing Date and (ii) with respect to any amount in excess of the Initial Prepayment Amount, (a) subject to certain exceptions, a customary make-whole amount during the first or second year after the GBG Closing Date, (b) 4.00% during the third year after the GBG Closing Date, (c) 2.00% during the fourth year after the GBG Closing Date and (d) 1.00% during the fifth year after the GBG Closing Date. The annual interest rates under the Credit Agreements are as follows: · For the New Revolving Credit Facility: the lender’s alternate base rate (“ ABR ”) (with a 1.00% floor) plus 4.50% for base rate loans and adjusted LIBOR (with a 0% floor) plus 5.50% for LIBOR rate loans. · For the First Lien Term Facility: ABR (with a 2.50% floor) plus 5.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 6.00% for LIBOR Rate Loans, with two 0.25% step downs upon achieving and maintaining a first lien leverage ratio equal to or less than 2.75 to 1.00 and 2.25 to 1.00, respectively. · For the Second Lien Facility: ABR (with a 2.50% floor) plus 6.00% for base rate loans or adjusted LIBOR (with a floor of 1.50%) plus 7.00%, plus 2.75% payment-in-kind interest (“ PIK ”) from the GBG Closing Date until December 31, 2019, and ABR (with a 2.50% floor) plus 7.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 8.00%, plus 1.25% PIK thereafter (subject to certain adjustments and compliance with certain leverage ratios). The Credit Agreements contain customary representations and warranties, events of default and covenants, including, among other things and subject to certain exceptions, covenants that restrict the ability of the Company and its subsidiaries to incur additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, dispose of assets, make prepayments of certain indebtedness, pay certain dividends and other restricted payments, make investments, and engage in transactions with affiliates. The Credit Agreements require the Company to comply with financial maintenance covenants to be tested quarterly (beginning with the fiscal quarter ending March 31, 2019), consisting of a maximum net first lien leverage ratio, a maximum net total leverage ratio and a minimum fixed charge coverage ratio. The Receivables Facility On the GBG Closing Date, the Company entered into a three-year trade receivables securitization facility (the “ Receivables Facility ”) pursuant to (i) a Purchase and Sale Agreement (“ PSA ”), among certain subsidiaries of the Company, as “Originators,” and Spring Funding, LLC (“ Spring ”), a wholly owned, bankruptcy-remote special purpose subsidiary of the Company, as Buyer and (ii) a Receivables Purchase Agreement (the “ RPA ”) among Spring, as Seller, the Company, as initial Servicer, certain purchasers party thereto (the “ Purchasers ”), PNC Bank, National Association, as Administrative Agent, and PNC Capital Markets LLC, as Structuring Agent. Other subsidiaries of the Company may later enter into the Receivables Facility. At the end of the initial three year term, the Purchasers may elect to renew their commitments under the RPA. Under the terms of the PSA, the Originators sell or contribute certain of their trade accounts receivable, related collections and security interests (the “ Receivables ”) to Spring on a revolving basis. Under the terms of the RPA, Spring sells to the Purchasers an undivided ownership interest in the Receivables for up to $450 million in cash proceeds. The proceeds from the Purchasers’ investment are used to finance Spring’s purchase of the Receivables from the Originators. Spring may also use the proceeds from a subordinated loan made by the Originators to Spring to finance purchases of the Receivables from the Originators. Rather than remitting to the Purchasers the amount received upon payment of the Receivables, Spring reinvests such Receivables payments to purchase additional Receivables from the Originators through the term of the agreement, subject to the Originators generating sufficient eligible Receivables to sell to Spring in replacement of collected balances. Advances under the RPA will accrue interest based on a variable rate plus a margin. The GSO Convertible Notes On the GBG Closing Date, the Company issued convertible promissory notes (the “ GSO Convertible Notes ”) in an aggregate principal amount of $25.0 million to funds managed by GSO Capital Partners LP and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. (collectively, “ GSO ”). The GSO Convertible Notes will convert at the holder’s option beginning on or after October 29, 2019 until the earlier to occur of (x) repayment in full of all principal and interest outstanding under the Second Lien Credit Agreement and (y) October 29, 2024 (such earlier date, the “ GSO Convertible Note Maturity Date ”), into shares of the Company’s Common Stock at a conversion price of $8.00 per share, subject to adjustment. The GSO Convertible Notes shall not initially bear interest. From and after April 29, 2019, the GSO Convertible Notes shall bear interest at the rate of 12.0% per annum. From and after October 29, 2019, the GSO Convertible Notes shall bear interest at the rate of 16.0% per annum. Interest payments are due each January 31, April 30, July 31, and October 31. To the extent that the Company is unable to pay cash interest on the GSO Convertible Notes on an interest payment date because of restrictions in the Credit Agreements or other debt agreements of the Company, an amount equal to the unpaid interest then due shall be added to the principal amount of the GSO Convertible Notes. From and after the GBG Closing Date until October 29, 2019, upon consummation of any sales of Common Stock by the Company for cash, the Company may, on at least ten (10) days’ prior written notice to the holder of a GSO Convertible Note, prepay such GSO Convertible Note in whole but not in part solely with the net proceeds of such sale of Common Stock in an amount equal to the greater of (x) the principal amount of such GSO Convertible Note, together with accrued interest through and including the date of prepayment, or (y) the value equal to (i) the number of shares of Common Stock that would be received upon conversion of such GSO Convertible Note on the repayment date multiplied by the market value of the Common Stock as of such date, plus (ii) any accrued but unpaid interest that has not been added to the principal amount of such GSO Convertible Note on the date of such prepayment (such greater amount, the “ Prepayment Amount ”). Also, the GSO Convertible Notes shall be prepayable in whole but not in part at the Prepayment Amount: (A) from October 29, 2019 through October 29, 2021 only upon a change in control or a liquidation of the Company, or (B) from October 29, 2021 until the GSO Convertible Note Maturity Date, in each case on at least ten (10) days’ prior written notice to the holder. Also, on the GBG Closing Date, the Company and the Guarantors entered into a Subordinated Convertible Promissory Notes Guaranty Agreement (the “ Convertible Notes Guaranty Agreement ”) pursuant to which those subsidiaries agreed to guarantee the obligations due under the GSO Convertible Notes. The Private Placement On the GBG Closing Date, the Company completed a private placement (the “ Private Sale ”) of 10,000,000 shares of Common Stock to certain members of management, to affiliates of Ares and to funds managed by GSO at $8.00 per share for total consideration of $80.0 million in cash. Additionally, in connection with and in consideration of funds managed by GSO entering into the Second Lien Term Facility and providing loans to the Company thereunder, the Company issued to certain funds managed by GSO 23,094,501 shares of Common Stock for no additional consideration (together with the Private Sale, the “ Private Placement ”). Stockholder Agreement On the GBG Closing Date, TCP Denim, LLC, Tengram Capital Partners Fund II, L.P., Tengram Capital Partners Gen2 Fund, L.P., Tengram Capital Associates, LLC and RG II Blocker, LLC (collectively, with TCP Denim, LLC, Tengram Capital Partners Fund II, L.P., Tengram Capital Partners Gen2 Fund, L.P. and Tengram Capital Associates, LLC, the “ Tengram Stockholders ”) entered into a stockholder agreement (the “ Stockholder Agreement ”) by and among the Tengram Stockholders, the Company, GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P., BTO Legend Holdings L.P. and Blackstone Family Tactical Opportunities Investment Partnership III (Cayman) – NQ – ESC L.P. (collectively, with GSO Capital Opportunities Fund III LP, GSO CSF III Holdco LP, GSO Aiguille des Grand Montets Fund II LP, GSO Credit Alpha II Trading (Cayman) LP, GSO Harrington Credit Alpha Fund (Cayman) L.P. and BTO Legend Holdings L.P., the “ GSO Stockholders ”, and, together with the Tengram Stockholders, the “ Tengram/GSO Stockholders ”). The Stockholder Agreement contains a number of agreements and restrictions with respect to securities of the Company held by the Stockholders and obligations of the Company. Pursuant to the Stockholder Agreement, the size of the Board of Directors of the Company (the “ Board ”) is set at 8 members. For so long as the Tengram Stockholders beneficially own (i) at least 50% of the shares held by the Tengram Stockholders on a fully diluted basis as of October 29, 2018, the Tengram Stockholders may nominate two directors to the Board; and (ii) at least 5% of the shares held by the Tengram Stockholders on a fully diluted basis as of October 29, 2018, the Tengram Stockholders may nominate one director to the Board. The Tengram Stockholders appointed directors are Mr. Eby and Mr. Sweedler (collectively, with their respective successors and replacements, the “ Tengram Directors ”). Similarly, for so long as the GSO Stockholders beneficially own (i) at least 50% of the shares held by the GSO Stockholders on a fully diluted basis as of October 29, 2018, GSO Capital Partners LP (on behalf of the GSO Stockholders) may nominate two directors to the Board; and (ii) at least 5% of the shares held by the GSO Stockholders on a fully diluted basis as of October 29, 2018, GSO Capital Partners LP (on behalf of the GSO Stockholders) may nominate one director to the Board. The GSO Capital Partners appointed directors are Randall Kessler and Robert Petrini (collectively, with their respective successors and replacements, the “ GSO Directors ”). The Stockholders also agreed to cause the removal of the GSO Directors upon the request of GSO Capital Partners LP and the Tengram Directors upon the request of the Tengram Stockholders. Upon the written request of the Tengram Stockholders to GSO or GSO Stockholders to the Tengram Stockholders, respectively, to remove an independent director of the Company, the Tengram/GSO Stockholders have agreed to use their best efforts to cause such independent director to be removed as a director of the Company. Subject to the qualifications discussed below, the nominating and corporate governance committee of the Board (the “ Nominating Committee ”) shall consist of one member appointed by the Tengram Stockholders, one member appointed by GSO Capital Partners LP (on behalf of the GSO Stockholders), and one independent director. For so long as the Tengram Stockholders beneficially own at least 5% of the outstanding shares of Common Stock of the Company on a fully diluted basis held by the Tengram Stockholders as of October 29, 2018, the Tengram Stockholders may nominate one member of the Nominating Committee. For so long as the GSO Stockholders beneficially own at least 5% of the outstanding shares of Common Stock of the Company on a fully diluted basis held by the GSO Stockholders as of October 29, 2018, GSO Capital Partners LP (on behalf of the GSO Stockholders) may nominate one member of the Nominating Committee. The Tengram/GSO Stockholders agreed that they will not support the election of any independent director unless that individual is mutually acceptable to the Tengram Stockholders and the GSO Stockholders and to support the election of the chief executive officer of the Company to the Board. The Tengram/GSO Stockholders agreed that, prior to the “Restriction Expiration Time,” which is defined as the earliest to occur of October 29, 2020, the date of a change of control of the Company and otherwise by agreement between the Company and the Tengram/GSO Stockholders, subject to certain limited exceptions described therein, the Tengram/GSO Stockholders may not transfer their shares of Common Stock or securities convertible into Common Stock (the “Restriction Shares”) or enter into voting arrangement or grant a proxy on their Restriction Shares other than in accordance with the Stockholder Agreement. The Tengram Stockholders also granted each of Ares Capital Corporation and HPS Investment Partners, LLC a lockup on the Tengram Stockholders’ holdings of Common Stock prior to the Restriction Expiration Time, subject to certain limited exceptions described therein. The Stockholders agreed to grant each other a binding right of first offer on the sale of their holdings of Common Stock until October 29, 2020 (subject to certain limited exceptions). Also, the Stockholders agreed to give the Company prior written notice of the transfer of Restricted Securities prior to certain transfers of such Restricted Securities. Registration Rights Agreements On the GBG Closing Date, the Company entered into a registration rights agreement with the GSO Stockholders (the “ GSO RRA ”) and a registration rights agreement with Ares and its certain of its affiliates (the “ Ares RRA ”, and, together with the GSO RRA, the “ RRAs ”). Pursuant to the RRAs, and subject to the limitations described therein, the Company will provide certain demand and piggy back registration rights with respect to shares of Common Stock (or securities convertible into Common Stock) held by the GSO Stockholders and by Ares and its affiliates who hold securities of the Company. On January 28, 2016, the Company entered into a registration rights agreement (the “ Tengram Registration Rights Agreement ”) with the TCP Denim, LLC, a Delaware limited liability company, and certain of its affiliates, and certain other investors. Pursuant to the Tengram Registration Rights Agreement, and subject to the limitations described therein, the Company will provide certain demand and piggy back registration rights with respect to shares of Common Stock issued to the parties to the Tengram Registration Rights Agreement. In connection with the transactions described above and in order to effect the Private Placement, the Company entered into an amendment (the “ RRA Amendment ”) to the Tengram Registration Rights Agreement on the GBG Closing Date. Additionally, pursuant to Jason Rabin’s subscription agreement with the Company to purchase Common Stock in the Private Placement, dated as of October 29, 2018, the Company agreed to provide certain piggy back registration rights with respect to shares of Common Stock (or securities convertible into Common Stock) held by Mr. Rabin. The Conversion On the GBG Closing Date, (i) fifty thousand (50,000) shares of the Company’s Series A Preferred Stock were converted at the election of the holders hereof into 5,852,142 newly issued shares of Common Stock in accordance with the terms of the Series A Preferred Stock, and (ii) 4,587,964 shares of the Company’s Series A-1 Preferred Stock were converted at the election of the holders thereof into 4,951,177 newly issued shares of Common Stock in accordance with the terms of the Series A-1 Preferred Stock (such conversions, the “ Conversion ”). Jason Rabin Employment Agreement and Inducement Grant On the GBG Closing Date, the Company entered into an employment agreement with Jason Rabin in connection with the Company’s employment of Mr. Rabin as its Chief Executive Officer. As an inducement to accept his appointment as Chief Executive Officer of the Company, on the GBG Closing Date, the Company granted Mr. Rabin 4,100,000 RSUs with respect to the Common Stock and 500,000 PSUs with respect to the Common Stock. These inducement grants were made as an inducement award and were not granted under the Company’s 2016 Stock Incentive Plan, but are subject in all material respects to the same terms and conditions as the 2016 Stock Incentive Plan. Anurup Pruthi Employment Agreement and Inducement Grant On October 30, 2018, the Company entered into an employment agreement with Anurup S. Pruthi in connection with the Company’s employment of Mr. Pruthi as its Chief Financial Officer. On the Effective Date, Bob Ross ceased to serve as Chief Financial Officer of the Company. Mr. Ross remains an employee of the Company. As an inducement to accept his appointment as Chief Financial Officer of the Company, the Company granted Mr. Pruthi an inducement grant of 600,000 RSUs with respect to the Common Stock. The inducement grant was made as an inducement award and was not granted under the Company’s 2016 Stock Incentive Plan, but is subject to the same terms and conditions as provided in the 2016 Stock Incentive Plan. Buckley Separation Agreement On June 28, 2018, the Company announced it determined not to extend its employment agreement, dated as of January 28, 2016, with Michael Buckley, beyond its current term expiring on December 31, 2018 and, in accordance with the terms of the Buckley Agreement, delivered a notice of non-renewal to Mr. Buckley. On the GBG Closing Date, the Company entered into a separation and release agreement with Michael Buckley and terminated the Buckley Agreement pursuant to which Mr. Buckley resigned as a director of the Company and from all positions with the Company and any of its subsidiaries. Management Incentive Plan On the GBG Closing Date, the Company entered into a letter agreement with the GSO Stockholders (the “ MIP Letter ”). Under the MIP Letter, the Company agreed to create a new stock incentive compensation plan for the amount of 1,776,500 shares of Common Stock (the “ MIP Plan ”), which will be allocated by a Special Committee of the Board in accordance with the Stockholder Agreement (such shares of Common Stock, the “ Special Equity Allocation Pool ”). In the event the MIP Plan is not approved by the requisite consent of the stockholders of the Company and implemented within ninety (90) days of the GBG Closing Date, or that any shares of the Special Equity Allocation Pool are not awarded within 180 days following the GBG Closing Date, or any awards under the MIP Plan are forfeited by the awardees at any time, the equivalent amount of shares of Common Stock of the Company shall be delivered to the GSO Stockholders pursuant to the terms of the MIP Letter. Plan Amendment The amendment (the “ Plan Amendment ”) to the 2016 Plan to increase the reservation of the total shares available for issuance under the 2016 Plan to 12,725,963 shares of Common Stock became effective as of the GBG Closing Date.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Correction of an Immaterial Error	Correction of an Immaterial Error During the 2017 year end close, the Company determined that basic and diluted Earnings per Share (“ EPS ”) had been incorrectly stated in the prior period financial statements. Historically, cumulative preferred dividends for the period were not included in the Company’s calculation of EPS. However, in accordance with Accounting Standards Codification (“ ASC ”) 260, Earnings per Share , income available to common stockholders is to be computed by deducting the dividends accumulated for the period on cumulative preferred stock. The Company’s Series A Convertible Preferred Stock entitles the holder to receive cumulative dividends when, as and if declared by the Board of Directors, payable at an annual rate of 10% through the date on which the liquidation preference is paid to the holder in connection with the liquidation of the Company or the date on which such Series A Convertible Preferred Stock is otherwise re-acquired by the Company. The amount of the cumulative dividend accrued on the Series A Convertible Preferred Stock has been disclosed previously in the Company’s filings. The Company has corrected the calculation of basic and diluted EPS to include the accrued cumulative preferred dividends for the period. Management evaluated the materiality of the error from a quantitative and qualitative perspective and concluded that this adjustment was not material to the Company’s presentation and disclosures, and has no impact on the Company’s financial position, results of operations and cash flows. Accordingly, no amendments to previously filed reports are required. However, the Company has elected to revise the historical condensed consolidated financial information presented herein to reflect the correction of this error for the prior periods presented and to conform to the current period presentation. As a result of this correction, for the three months ended September 30, 2017, basic and diluted loss per common share was corrected from a loss of $0.01 per share to a loss of $0.12 per share and for the nine months ended September 30, 2017, basic and diluted loss per common share was corrected from a loss of $0.50 per share to a loss of $0.80 per share. On October 29, 2018, all of the Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock shares were converted into shares of the Company’s common stock, which comprised all such preferred stock that was issued and outstanding. Refer to “Note 16—Subsequent Events” for further details.
Revenue Recognition	Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers , with a date of initial application of January 1, 2018. As a result, the Company has changed its accounting policy for revenue recognition as described below. The Company applied ASC 606 using the modified retrospective approach – i.e. by recognizing the cumulative effect of initially applying ASC 606 as an adjustment to the opening balance of equity at January 1, 2018. Therefore, the comparative information has not been adjusted and continues to be reported under ASC 605. The details of the significant changes and quantitative impact of the changes are set out below. The Company applied the modified retrospective approach only to contracts that were not complete as of the date of the initial application, January 1, 2018. Effective January 1, 2018, wholesale revenues are recorded when a contract with the customer is agreed to by both parties and product has been transferred, which occurs at the point of shipment from the Company’s warehouse, and recorded at the transaction price based on the amount the Company expects to receive. Collection is probable as the majority of shipments occur to reputable credit worthy businesses and through factored relationships which guarantee payment. Estimated reductions to revenue for customer allowances are recorded based upon history as a percentage of sales and current outstanding chargebacks. The Company may allow for returns based upon pre-approval or in the case of damaged goods. Such returns are estimated based on historical experience and also specific claims filed by the customer. Beginning January 1, 2018, a refund liability is included in accounts payable and accrued expenses within the accompanying condensed consolidated balance sheet, which was previously recorded net of accounts receivable. Also, effective January 1, 2018, the Company records a return asset receivable in prepaid expenses and other current assets within the accompanying condensed consolidated balance sheet. Prior to January 1, 2018, inventory expected to be returned was recorded within inventories. The return asset receivable is evaluated for impairment each period. The Company recorded a decrease of $569 thousand to opening accumulated deficit as of January 1, 2018 to record the return asset receivable and related impairment charge. Retail store revenue is recognized at the time the customer takes possession of the related merchandise. Ecommerce sales of products ordered through the Company’s retail internet sites known as www.hudsonjeans.com , www.robertgraham.us and www.swims.com are recognized at the point of shipment to the customer. Prior to January 1, 2018, revenue for ecommerce sales was recorded at the point of delivery to the customer. The Company recorded an adjustment to opening accumulated deficit as of January 1, 2018, an increase of $39 thousand, to reflect the change in accounting policy. Ecommerce revenue is reduced by an estimate for returns based on the historical rate of return as a percent of sales. Retail store revenue and ecommerce revenue exclude sales taxes. Revenue from licensing arrangements is recognized based on actual sales when the Company expects royalties to exceed the minimum guarantee. For licensing arrangements in which the Company does not expect royalties to exceed the minimum guarantee, an estimate of the transaction price is recognized on a straight-line basis over the term of the contract. A contract asset is recorded for revenue recognized in advance of the contract payment terms, which is included in other assets within the accompanying condensed consolidated balance sheet. Nonrefundable upfront fees are recorded as a contract liability and revenue is recognized straight-line over the term of the contract. Contract liabilities are included in other liabilities within the accompanying condensed consolidated balance sheet. Prior to January 1, 2018, revenue from licensing arrangements was recognized when earned in accordance with the terms of the underlying agreements and deemed collectible, generally based upon the higher of (a) the contractually guaranteed minimum royalty or (b) actual net sales data received from licensees. The Company recorded an adjustment to opening accumulated deficit as of January 1, 2018, an increase of $1.3 million, to reflect the change in accounting policy. Amounts related to shipping and handling that are billed to customers are considered to be activities to fulfill a promise to transfer the goods and are reflected in net sales, and the related costs are reflected in cost of goods sold within the accompanying condensed consolidated statements of operations and comprehensive (loss) income. This accounting policy is consistent with the Company’s treatment of shipping and handling revenue prior to January 1, 2018. The following table summarizes the impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of January 1, 2018: Impact of changes in accounting policies Balances with adoption of ASC 606 Adjustments Balances without adoption of ASC 606 Accounts receivable, net $ 24,398 $ 2,152 $ 22,246 Inventories 31,389 (344) 31,733 Prepaid expenses and other current assets 5,584 752 4,832 Other assets 1,828 1,344 484 Accounts payable and accrued expenses 25,281 3,077 22,204 Other liabilities 3,606 52 3,554 Accumulated deficit (17,421) 775 (18,196) The following tables summarize the impact of adopting ASC 606 on the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018: Condensed Consolidated Statement of Operations Impact of changes in accounting policies for the three months ended September 30, 2018 for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 As reported Adjustments Balances without adoption of ASC 606 Net sales $ 39,831 $ 45 $ 39,876 $ 114,614 $ (136) $ 114,478 Cost of goods sold 22,671 59 22,730 66,774 (65) 66,709 Gross profit 17,160 (14) 17,146 47,840 (71) 47,769 Operating expenses Selling, general and administrative 25,029 — 25,029 58,992 — 58,992 Depreciation and amortization 1,377 — 1,377 4,252 — 4,252 Total operating expenses 26,406 — 26,406 63,244 — 63,244 Operating loss (9,246) (14) (9,260) (15,404) (71) (15,475) Interest expense 2,462 — 2,462 7,097 — 7,097 Other expense, net 21 — 21 124 — 124 Loss before income taxes (11,729) (14) (11,743) (22,625) (71) (22,696) Income tax benefit (1,150) — (1,150) (2,275) — (2,275) Net loss $ (10,579) $ (14) $ (10,593) $ (20,350) $ (71) $ (20,421) Condensed Consolidated Balance Sheet Impact of changes in accounting policies as of September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Cash and cash equivalents $ 3,514 $ — $ 3,514 Accounts receivable, net 21,490 (2,031) 19,459 Inventories 33,567 327 33,894 Prepaid expenses and other current assets 5,157 (669) 4,488 Property and equipment, net 7,281 — 7,281 Goodwill 8,406 — 8,406 Intangible assets, net 87,195 — 87,195 Other assets 2,255 (1,496) 759 Total assets $ 168,865 $ (3,869) $ 164,996 Accounts payable and accrued expenses $ 35,251 $ (2,738) $ 32,513 Short-term convertible note — — — Current portion of long-term debt 3,438 — 3,438 Line of credit 24,414 — 24,414 Convertible notes 14,866 — 14,866 Long-term debt, net of current portion 42,309 — 42,309 Deferred income taxes, net 4,093 — 4,093 Other liabilities 3,732 (285) 3,447 Total liabilities 128,103 (3,023) 125,080 Series A convertible preferred stock 5 — 5 Series A-1 convertible preferred stock 459 — 459 Common stock 1,413 — 1,413 Additional paid-in capital 76,248 — 76,248 Accumulated other comprehensive income 408 — 408 Accumulated deficit (37,771) (846) (38,617) Total equity 40,762 (846) 39,916 Total liabilities and equity $ 168,865 $ (3,869) $ 164,996 Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Net loss $ (20,350) $ (71) $ (20,421) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,252 — 4,252 Amortization of deferred financing costs 328 — 328 Amortization of convertible notes discount 568 — 568 Paid-in-kind interest 1,300 — 1,300 Stock-based compensation 2,121 — 2,121 Provision for bad debts 457 — 457 Loss on disposal of assets 4 — 4 Deferred taxes (2,577) — (2,577) Changes in operating assets and liabilities: Accounts receivable 2,439 34 2,473 Inventories (2,149) 118 (2,031) Prepaid expenses and other assets 474 152 626 Accounts payable and accrued expenses 9,534 — 9,534 Other liabilities 125 (233) (108) Net cash provided by operating activities (3,474) — (3,474) Net cash used in investing activities (976) — (976) Net cash used in financing activities (368) — (368) Effect of exchange rate changes on cash and cash equivalents 82 — 82 Net change in cash and cash equivalents (4,736) — (4,736) Cash and cash equivalents, at beginning of period 8,250 — 8,250 Cash and cash equivalents, at end of period $ 3,514 $ — $ 3,514
Financial Accounting Standards Recently Adopted and Recently Issued Financial Accounting Standards	Financial Accounting Standards Recently Adopted In May 2014, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) No. 2014-09, Revenue from Contracts with Customers , ASC 606. This amendment prescribes that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The amendment supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the Codification. For the Company’s annual and interim reporting periods the mandatory adoption date of ASC 606 was January 1, 2018, and two methods of adoption are allowed, either a full retrospective adoption or a modified retrospective adoption. In August 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 to the first quarter of 2018. In March 2016, April 2016, May 2016, December 2016 and May 2017, the FASB issued ASU No. 2016-08, ASU No. 2016-10, ASU No. 2016-12, ASU No. 2016-20, and ASU No. 2017-10, respectively, as clarifications to ASU No. 2014-09. ASU No. 2016-08 clarifies how to identify the unit of accounting for the principal versus agent evaluation, how to apply the control principle to certain types of arrangements, such as service transactions, and reframed the indicators in the guidance to focus on evidence that an entity is acting as a principal rather than as an agent. ASU No. 2016-10 clarifies the existing guidance on identifying performance obligations and licensing implementation. ASU No. 2016-12 adds practical expedients related to the transition for contract modifications and further defines a completed contract, clarifies the objective of the collectability assessment and how revenue is recognized if collectability is not probable, and when non-cash considerations should be measured. ASU No. 2016-20 corrects or improves guidance in 13 narrow focus aspects of the guidance. ASU No. 2017-10 clarifies that the grantor in a service concession arrangement is the operating entity’s customer for purposes of revenue recognition. The effective dates for these ASUs were the same as the effective date for ASU No. 2014-09, for the Company’s annual and interim periods beginning January 1, 2018. These ASUs also require enhanced disclosures regarding the nature, amount, timing, and uncertainty of revenue and cash flows. The Company adopted the new revenue standards in the first quarter of 2018 using the modified retrospective approach. Please see above for a description of the changes. In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . ASU No. 2016-15 amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU No. 2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. ASU No. 2016-15 is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted for all entities. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. The Company adopted ASU No. 2016-15 in the first quarter of 2018 and there was no impact on the condensed consolidated financial statements. Recently Issued Financial Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) , which affects the accounting for leases and in July 2018, the FASB issued ASU No. 2018-10 which amends certain guidance under Topic 842. The guidance requires lessees to recognize assets and liabilities on the balance sheet for the rights and obligations created by all leases with terms of more than 12 months. The amendment also will require qualitative and quantitative disclosures designed to give financial statement users information on the amount, timing, and uncertainty of cash flows arising from leases. This ASU is effective for fiscal years beginning after December 15, 2018 and interim periods within that reporting period. Early application is permitted. The Company is currently assessing the impact of the new standard on its condensed consolidated financial statements, but anticipates an increase in assets and liabilities due to the recognition of the required right-of-use asset and corresponding liability for all lease obligations that are currently classified as operating leases, such as real estate leases for corporate headquarters, administrative offices, retail stores, and showrooms as well as additional disclosure on all its lease obligations. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses — Measurement of Credit Losses on Financial Instruments , an accounting standards update that introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. This includes accounts receivable, trade receivables, loans, held-to-maturity debt securities, net investments in leases and certain off-balance sheet credit exposures. The guidance also modifies the impairment model for available-for-sale debt securities. The update is effective for fiscal years beginning after December 15, 2019 and interim periods within that reporting period. The Company is currently assessing the potential effects this update may have on its condensed consolidated financial statements and related disclosures. In February 2018, the FASB issued ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . ASU No. 2018-02 permits entities to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings. This ASU gives entities the option to reclassify these amounts and requires new disclosures, regardless of whether they elect to do so. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption in any period is permitted. The Company is currently evaluating the impact the adoption of ASU No. 2018-02 will have on its condensed consolidated financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2018
Accounting Policies
Summarize the impact of adopting ASC 606 on the Company’s condensed consolidated financial statements	The following table summarizes the impact of adopting ASC 606 on the Company’s condensed consolidated balance sheet as of January 1, 2018: Impact of changes in accounting policies Balances with adoption of ASC 606 Adjustments Balances without adoption of ASC 606 Accounts receivable, net $ 24,398 $ 2,152 $ 22,246 Inventories 31,389 (344) 31,733 Prepaid expenses and other current assets 5,584 752 4,832 Other assets 1,828 1,344 484 Accounts payable and accrued expenses 25,281 3,077 22,204 Other liabilities 3,606 52 3,554 Accumulated deficit (17,421) 775 (18,196) The following tables summarize the impact of adopting ASC 606 on the Company’s condensed consolidated financial statements as of and for the three and nine months ended September 30, 2018: Condensed Consolidated Statement of Operations Impact of changes in accounting policies for the three months ended September 30, 2018 for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 As reported Adjustments Balances without adoption of ASC 606 Net sales $ 39,831 $ 45 $ 39,876 $ 114,614 $ (136) $ 114,478 Cost of goods sold 22,671 59 22,730 66,774 (65) 66,709 Gross profit 17,160 (14) 17,146 47,840 (71) 47,769 Operating expenses Selling, general and administrative 25,029 — 25,029 58,992 — 58,992 Depreciation and amortization 1,377 — 1,377 4,252 — 4,252 Total operating expenses 26,406 — 26,406 63,244 — 63,244 Operating loss (9,246) (14) (9,260) (15,404) (71) (15,475) Interest expense 2,462 — 2,462 7,097 — 7,097 Other expense, net 21 — 21 124 — 124 Loss before income taxes (11,729) (14) (11,743) (22,625) (71) (22,696) Income tax benefit (1,150) — (1,150) (2,275) — (2,275) Net loss $ (10,579) $ (14) $ (10,593) $ (20,350) $ (71) $ (20,421) Condensed Consolidated Balance Sheet Impact of changes in accounting policies as of September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Cash and cash equivalents $ 3,514 $ — $ 3,514 Accounts receivable, net 21,490 (2,031) 19,459 Inventories 33,567 327 33,894 Prepaid expenses and other current assets 5,157 (669) 4,488 Property and equipment, net 7,281 — 7,281 Goodwill 8,406 — 8,406 Intangible assets, net 87,195 — 87,195 Other assets 2,255 (1,496) 759 Total assets $ 168,865 $ (3,869) $ 164,996 Accounts payable and accrued expenses $ 35,251 $ (2,738) $ 32,513 Short-term convertible note — — — Current portion of long-term debt 3,438 — 3,438 Line of credit 24,414 — 24,414 Convertible notes 14,866 — 14,866 Long-term debt, net of current portion 42,309 — 42,309 Deferred income taxes, net 4,093 — 4,093 Other liabilities 3,732 (285) 3,447 Total liabilities 128,103 (3,023) 125,080 Series A convertible preferred stock 5 — 5 Series A-1 convertible preferred stock 459 — 459 Common stock 1,413 — 1,413 Additional paid-in capital 76,248 — 76,248 Accumulated other comprehensive income 408 — 408 Accumulated deficit (37,771) (846) (38,617) Total equity 40,762 (846) 39,916 Total liabilities and equity $ 168,865 $ (3,869) $ 164,996 Condensed Consolidated Statement of Cash Flows Impact of changes in accounting policies for the nine months ended September 30, 2018 As reported Adjustments Balances without adoption of ASC 606 Net loss $ (20,350) $ (71) $ (20,421) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,252 — 4,252 Amortization of deferred financing costs 328 — 328 Amortization of convertible notes discount 568 — 568 Paid-in-kind interest 1,300 — 1,300 Stock-based compensation 2,121 — 2,121 Provision for bad debts 457 — 457 Loss on disposal of assets 4 — 4 Deferred taxes (2,577) — (2,577) Changes in operating assets and liabilities: Accounts receivable 2,439 34 2,473 Inventories (2,149) 118 (2,031) Prepaid expenses and other assets 474 152 626 Accounts payable and accrued expenses 9,534 — 9,534 Other liabilities 125 (233) (108) Net cash provided by operating activities (3,474) — (3,474) Net cash used in investing activities (976) — (976) Net cash used in financing activities (368) — (368) Effect of exchange rate changes on cash and cash equivalents 82 — 82 Net change in cash and cash equivalents (4,736) — (4,736) Cash and cash equivalents, at beginning of period 8,250 — 8,250 Cash and cash equivalents, at end of period $ 3,514 $ — $ 3,514

Factored Accounts and Receiva_2

Factored Accounts and Receivables (Tables)	9 Months Ended
	Sep. 30, 2018
Factored Accounts and Receivables
Schedule of factored accounts and receivables	Accounts receivable consists of the following (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Non-recourse receivables assigned to factor $ 15,543 $ 19,566 $ 18,780 Client recourse receivables 4,336 1,473 4,244 Total receivables assigned to factor 19,879 21,039 23,024 Allowance for customer credits (1,412) (3,597) (3,480) Total factored accounts receivable, net $ 18,467 $ 17,442 $ 19,544 Non-factored accounts receivable $ 4,095 $ 5,974 $ 5,456 Allowance for customer credits (288) (863) (1,065) Allowance for doubtful accounts (784) (307) (203) Total non-factored accounts receivable, net $ 3,023 $ 4,804 $ 4,188 Total accounts receivable, net $ 21,490 $ 22,246 $ 23,732

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2018
Inventories
Schedule of inventories	Inventories are valued at net realizable value with cost determined by the first-in, first-out method. Inventories consisted of the following (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Finished goods $ 32,366 $ 29,721 $ 35,585 Finished goods consigned to others 673 1,524 1,908 Work in progress 190 218 267 Raw materials 338 270 244 Total inventories $ 33,567 $ 31,733 $ 38,004

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2018
Intangible Assets and Goodwill
Schedule of intangible assets	Intangible assets as of September 30, 2018 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 65,887 $ — $ 65,887 Customer relationships 7 to 15 Years 35,101 13,829 21,272 Non-compete agreements 3 Years 135 99 36 Total $ 101,123 $ 13,928 $ 87,195 Intangible assets as of December 31, 2017 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 65,812 $ — $ 65,812 Customer relationships 7 to 15 Years 35,081 11,629 23,452 Non-compete agreements 3 Years 133 65 68 Total $ 101,026 $ 11,694 $ 89,332 Intangible assets as of September 30, 2017 consisted of the following (in thousands): Amortization Gross Accumulated Net Period Amount Amortization Amount Trade names Indefinite $ 66,087 $ — $ 66,087 Customer relationships 7 to 15 Years 35,150 10,905 24,245 Non-compete agreements 3 Years 138 56 82 Total $ 101,375 $ 10,961 $ 90,414
Schedule of future amortization expense related to finite-lived intangible assets	As of September 30, 2018, the future amortization expense related to the finite-lived intangible assets is as follows (in thousands): 2018 Remainder of the year $ 748 2019 2,956 2020 2,936 2021 2,932 2022 2,932 Thereafter 8,804 $
Schedule of goodwill	Goodwill consisted of the following as of September 30, 2018, December 31, 2017 and September 30, 2017 (in thousands): September 30, 2018 December 31, 2017 September 30, 2017 Beginning balance $ 8,380 $ 8,271 $ 8,271 Foreign currency adjustments 26 109 200 Ending balance $ 8,406 $ 8,380 $ 8,471

Contracts with Customers (Table

Contracts with Customers (Tables)	9 Months Ended
	Sep. 30, 2018
Contracts with Customers
Summary of significant changes in the contract assets and the contract liability balances	Significant changes in the contract assets and the contract liability balances during the nine months ended September 30, 2018 are as follows (in thousands): Contract Assets Contract Liabilities Beginning balance at January 1, 2018 $ 1,344 $ 52 Revenue recognized from performance obligations satisfied in the current period 1,386 (39) Transferred to accounts receivables from contract assets recognized at the beginning of the period (1,145) — Contract liabilities recognized related to upfront license fees — 300 Other (89) (28) Ending balance at September 30, 2018 $ 1,496 $ 285
Summary of royalty license contracts with customers	Remainder of 2018 2019 2020 2021 2022 Total Royalty license contracts with customers $ 469 1,760 1,743 1,035 283 $ 5,290

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2018
Debt
Schedule of five year payment of term debt and line of credit and modified convertible notes	The payment schedule of the Company’s line of credit, long-term debt and convertible notes as of September 30, 2018 is as follows (in thousands): Payments Due by Period Deferred Original Remainder of Financing Issue Carrying 2018 2019 2020 2021 Total Costs, Net Discount, Net Value Line of credit $ 1,698 $ — $ 22,998 $ — $ 24,696 $ 282 $ — $ 24,414 Long-term debt 625 3,750 5,000 37,000 46,375 628 — 45,747 Convertible notes — — — 17,830 17,830 — 2,964 14,866 Total $ 2,323 $ 3,750 $ 27,998 $ 54,830 $ 88,901 $ 910 $ 2,964 $ 85,027
Schedule of summary of recorded value of convertible debt	September 30, 2018 Modified Convertible Notes - face value $ 16,473 Less: original issue discount (4,673) Modified Convertible Notes recorded value on issue date 11,800 PIK interest issued 1,357 Accumulated accretion of original issue debt discount 1,709 Modified Convertible Notes value $ 14,866
Schedule of interest expense	The following table is a summary of total interest expense (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Contractual coupon interest $ 2,154 $ 1,984 $ 6,201 $ 5,694 Amortization of discounts and deferred financing costs 308 278 896 842 Total interest expense $ 2,462 $ 2,262 $ 7,097 $ 6,536

Fair Value Measurement of Fin_2

Fair Value Measurement of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Measurement of Financial Instruments
Schedule of fair value hierarchy for liabilities measured at fair value on a non-recurring basis	The following table presents the fair value hierarchy for liabilities measured at fair value on a non-recurring basis as of September 30, 2018, December 31, 2017 and September 30, 2017 (in thousands): Carrying Value Fair Value September 30, December 31, September 30, September 30, December 31, September 30, Financial Instrument Level 2018 2017 2017 2018 2017 2017 Convertible note - short-term $ — $ 13,694 $ 13,565 $ — $ 13,694 $ 13,565 Convertible notes - long-term 14,866 13,866 13,549 11,700 11,700 11,250 $ 14,866 $ 27,560 $ 27,114 $ 11,700 $ 25,394 $ 24,815

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2018
Equity
Summary of stock option activity by plan	The following table summarizes stock option activity by incentive plan for the nine months ended September 30, 2018 (in actual amounts): Amended and 2016 Stock Total Number Restated Plan Incentive Plan of Shares Outstanding at January 1, 2018 444 70,277 70,721 Granted — — — Exercised — — — Forfeited / Expired — — — Outstanding at September 30, 2018 444 70,277 70,721
Schedule of stock option activity in the aggregate	The following table summarizes stock option activity for all incentive plans for the nine months ended September 30, 2018 (in actual amounts): Weighted Weighted Average Aggregate Average Remaining Contractual Intrinsic Options Exercise Price Life (Years) Value Outstanding at January 1, 2018 70,721 $ 4.07 Granted — — Exercised — — Expired — — Forfeited — — Outstanding at September 30, 2018 70,721 $ 4.07 3.80 $ 2,811 Exercisable at September 30, 2018 70,721 $ 4.07 3.80 $ 2,811
Summary of the status of restricted common stock and RSUs and changes	The following table summarizes RSU activity for the nine months ended September 30, 2018 (in actual amounts): Restricted Stock Units Number Of Weighted Average Grant Outstanding at January 1, 2018 745,702 $ 3.68 Granted 1,023,485 1.23 Vested 952,046 1.84 Forfeited 60,000 1.87 Outstanding at September 30, 2018 757,141 $ 2.83

Loss per Share (Tables)

Loss per Share (Tables)	9 Months Ended
	Sep. 30, 2018
Loss per Share
Schedule of reconciliation of numerator and denominator of basic and diluted (loss) earnings per share	A reconciliation of the numerator and denominator of basic and diluted loss per share is as follows (in thousands, except per share data): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Basic loss per share computation Numerator: Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Loss per common share - basic $ (0.89) $ (0.12) $ (1.87) $ (0.80) Diluted loss per share computation Numerator: Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, Series A-1, convertible notes — — — — Dilutive common shares 14,085 13,322 13,873 13,306 Loss per common share - diluted $ (0.89) $ (0.12) $ (1.87) $ (0.80)
Schedule of potential shares of common stock	The following potential shares of common stock were excluded from diluted EPS as the Company had a net loss for the period (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Outstanding stock options 71 150 71 150 Unvested RSUs 757 1,060 757 1,060 Unvested PSUs 453 458 453 458 Outstanding warrants 650 650 650 650 Convertible Series A Preferred Stock 4,480 4,480 4,480 4,480 Convertible Series A-1 Preferred Stock 4,588 — 4,588 — Modified Convertible Notes 1,278 1,237 1,278 1,237 SWIMS Convertible Note — 4,522 — 4,522
Schedule of reconciliation of basic and diluted (loss) earnings per share, two class method	The following table provides a reconciliation of net loss to preferred stockholders and common stockholders for purposes of computing net loss per share for the three and nine months ended September 30, 2018 and 2017 (in thousands, except per share amounts): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Net loss $ (10,579) $ (183) $ (20,350) $ (6,593) Less: preferred dividends (1,892) (1,382) (5,548) (4,099) Net loss attributable to stockholders (12,471) (1,565) (25,898) (10,692) Participating securities - Series A and Series A-1 Convertible Preferred Stock — — — — Net loss attributable to common stockholders $ (12,471) $ (1,565) $ (25,898) $ (10,692) Denominator: Weighted average common shares outstanding 14,085 13,322 13,873 13,306 Loss per common share - basic and diluted under two-class method $ (0.89) $ (0.12) $ (1.87) $ (0.80)

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2018
Segment Reporting
Summary of financial information concerning reportable segments	The following table contains summarized financial information by reportable segment (in thousands): Three months ended September 30, Nine months ended September 30, 2018 2017 2018 2017 Net sales: Wholesale $ 28,410 $ 32,393 $ 80,808 $ 88,910 Consumer Direct 10,434 9,188 31,128 27,959 Corporate and other 987 808 2,678 2,075 $ 39,831 $ 42,389 $ 114,614 $ 118,944 Gross profit: Wholesale $ 9,724 $ 11,655 $ 25,817 $ 33,210 Consumer Direct 6,455 5,592 19,351 17,592 Corporate and other 981 808 2,672 2,075 $ 17,160 $ 18,055 $ 47,840 $ 52,877 Operating expenses: Wholesale $ 3,586 $ 3,428 $ 9,951 $ 11,053 Consumer Direct 5,870 5,981 17,761 18,364 Corporate and other 16,950 7,418 35,532 22,742 $ 26,406 $ 16,827 $ 63,244 $ 52,159 Operating (loss) income: Wholesale $ 6,138 $ 8,227 $ 15,866 $ 22,157 Consumer Direct 585 (389) 1,590 (772) Corporate and other (15,969) (6,610) (32,860) (20,667) $ (9,246) $ 1,228 $ (15,404) $ 718 Capital expenditures: Wholesale $ 26 $ 249 $ 182 $ 264 Consumer Direct 93 24 270 318 Corporate and other 213 81 542 308 $ 332 $ 354 $ 994 $ 890 September 30, 2018 December 31, 2017 September 30, 2017 Total assets: Wholesale $ 54,573 $ 53,958 $ 61,536 Consumer Direct 7,043 7,633 8,241 Corporate and other 107,249 112,083 108,608 $ 168,865 $ 173,674 $ 178,385

Business Description and Basi_2

Business Description and Basis of Presentation (Details) $ in Millions	Oct. 29, 2018USD ($)
Global Brands Group Holding Limited (“GBG”) | Subsequent Events
Cash payment	$ 1,210

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Jan. 01, 2018	Dec. 31, 2017	Sep. 30, 2017	Dec. 31, 2016
Earnings Per Share, Basic and Diluted [Abstract]
Dividend rate (as a percent)			10.00%
Basic and Diluted Loss per Common Share	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)
Change in accounting estimate
Net sales	$ 39,831	$ 42,389	$ 114,614	$ 118,944
Cost of Goods Sold.	22,671	24,334	66,774	66,067
Gross profit	17,160	18,055	47,840	52,877
Operating expenses
Selling, general and administrative	25,029	15,334	58,992	47,633
Depreciation and amortization	1,377	1,493	4,252	4,526
Total operating expenses	26,406	16,827	63,244	52,159
Operating loss	(9,246)	1,228	(15,404)	718
Interest expense	2,462	2,262	7,097	6,536
Other expense, net	21	(12)	124	(1)
Loss before income taxes	(11,729)	(1,022)	(22,625)	(5,817)
Income tax benefit	(1,150)	(839)	(2,275)	776
Net loss	(10,579)	(183)	(20,350)	(6,593)
Cash and cash equivalents	3,514	2,792	8,250	6,476	$ 3,514		$ 8,250	$ 2,792	$ 6,476
Accounts receivable, net					21,490		22,246	23,732
Inventories					33,567		31,733	38,004
Prepaid expenses and other current assets					5,157		4,832	5,170
Property and equipment, net					7,281		8,417	9,287
Goodwill					8,406		8,380	8,471	8,271
Intangible assets, net					87,195		89,332	90,414
Other assets					2,255		484	515
Total assets					168,865		173,674	178,385
Accounts payable and accrued expenses					35,251		22,204	26,218
Short-term convertible note							13,694	13,565
Current portion of long-term debt					3,438		2,813	2,188
Line of credit					24,414		21,254	20,819
Convertible notes					14,866		13,866	13,549
Long-term debt, net of current portion					42,309		44,896	45,444
Deferred income taxes, net					4,093		6,650	12,880
Total liabilities					128,103		128,931	138,254
Common stock					1,413		1,349	1,333
Additional paid-in capital					76,248		61,314	60,384
Accumulated other comprehensive income					408		271	740
Accumulated deficit					(37,771)		(18,196)	(22,331)
Total equity					40,762		44,743	40,131	44,524
Total liabilities and equity					168,865		173,674	178,385
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss	(10,579)	(183)	(20,350)	(6,593)
Depreciation and amortization	1,377	1,493	4,252	4,526
Amortization of deferred financing costs			328	326
Amortization of convertible notes discount			568	516
Paid-in-kind interest			1,300	1,206
Stock-based compensation			2,121	1,339
Provision for bad debts			457	181
Loss on disposal of assets			4
Deferred taxes			(2,577)	1,648
Changes in operating assets and liabilities:
Accounts receivable			2,439	(3,493)
Inventories			(2,149)	(13,823)
Prepaid expenses and other assets			475	(916)
Accounts payable and accrued expenses			9,534	7,943
Other liabilities			125	(38)
Net cash used in operating activities			(3,473)	(7,178)
Net cash used in investing activities			(976)	(770)
Net cash (used in) provided by financing activities			(369)	4,384
Effect of exchange rate changes on cash and cash equivalents			82	(120)
Net change in cash and cash equivalents			(4,736)	(3,684)
CASH AND CASH EQUIVALENTS, at beginning of period			8,250	6,476
CASH AND CASH EQUIVALENTS, at end of period	3,514	2,792	3,514	2,792
Wholesale
Change in accounting estimate
Net sales	28,410	32,393	80,808	88,910
Gross profit	9,724	11,655	25,817	33,210
Operating expenses
Total operating expenses	3,586	3,428	9,951	11,053
Operating loss	6,138	$ 8,227	15,866	$ 22,157
Total assets					54,573		53,958	61,536
Accumulated deficit						$ (569)
Retail
Operating expenses
Accumulated deficit						39
Licensing
Operating expenses
Accumulated deficit						1,300
Preferred Series A
Operating expenses
Total equity					5		5	$ 5	$ 5
ASU 2014-09
Change in accounting estimate
Net sales	39,831		114,614
Cost of Goods Sold.	22,671		66,774
Gross profit	17,160		47,840
Operating expenses
Selling, general and administrative	25,029		58,992
Depreciation and amortization	1,377		4,252
Total operating expenses	26,406		63,244
Operating loss	(9,246)		(15,404)
Interest expense	(2,462)		(7,097)
Other expense, net	21		124
Loss before income taxes	11,729		22,625
Income tax benefit	(1,150)		(2,275)
Net loss	(10,579)		(20,350)
Cash and cash equivalents	3,514		8,250		3,514		8,250
Accounts receivable, net					21,490	24,398
Inventories					33,567	31,389
Prepaid expenses and other current assets					5,157	5,584
Property and equipment, net					7,281
Goodwill					8,406
Intangible assets, net					87,195
Other assets					2,255	1,828
Total assets					168,865
Accounts payable and accrued expenses					35,251	25,281
Current portion of long-term debt					3,438
Line of credit					24,414
Convertible notes					14,866
Long-term debt, net of current portion					42,309
Deferred income taxes, net					4,093
Other liabilities					3,732	3,606
Total liabilities					128,103
Common stock					1,413
Additional paid-in capital					76,248
Accumulated other comprehensive income					408
Accumulated deficit					(37,771)	(17,421)
Total equity					40,762
Total liabilities and equity					168,865
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss			(20,350)
Depreciation and amortization	1,377		4,252
Amortization of deferred financing costs			328
Amortization of convertible notes discount			568
Paid-in-kind interest			1,300
Stock-based compensation			2,121
Provision for bad debts			(457)
Loss on disposal of assets			4
Deferred taxes			(2,577)
Changes in operating assets and liabilities:
Accounts receivable			2,439
Inventories			(2,149)
Prepaid expenses and other assets			474
Accounts payable and accrued expenses			9,534
Other liabilities			125
Net cash used in operating activities			(3,474)
Net cash used in investing activities			(976)
Net cash (used in) provided by financing activities			(368)
Effect of exchange rate changes on cash and cash equivalents			82
Net change in cash and cash equivalents			(4,736)
CASH AND CASH EQUIVALENTS, at beginning of period			8,250
CASH AND CASH EQUIVALENTS, at end of period	3,514		3,514
ASU 2014-09 | Preferred Series A
Operating expenses
Convertible preferred stock					5
ASU 2014-09 | Series A-1 preferred stock
Operating expenses
Convertible preferred stock					459
Adjustments | ASU 2014-09
Change in accounting estimate
Net sales	45		(136)
Cost of Goods Sold.	59		(65)
Gross profit	(14)		(71)
Operating expenses
Operating loss	(14)		(71)
Loss before income taxes	14		71
Net loss	(14)		(71)
Accounts receivable, net					(2,031)	2,152
Inventories					327	(344)
Prepaid expenses and other current assets					(669)	752
Other assets					(1,496)	1,344
Total assets					(3,869)
Accounts payable and accrued expenses					(2,738)	3,077
Other liabilities					(285)	52
Total liabilities					(3,023)
Accumulated deficit					(846)	775
Total equity					(846)
Total liabilities and equity					(3,869)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss			(71)
Changes in operating assets and liabilities:
Accounts receivable			34
Inventories			118
Prepaid expenses and other assets			152
Other liabilities			(233)
Balances without adoption of ASC 606 | ASU 2014-09
Change in accounting estimate
Net sales	39,876		114,478
Cost of Goods Sold.	22,730		66,709
Gross profit	17,146		47,769
Operating expenses
Selling, general and administrative	25,029		58,992
Depreciation and amortization	1,377		4,252
Total operating expenses	26,406		63,244
Operating loss	(9,260)		(15,475)
Interest expense	(2,462)		(7,097)
Other expense, net	21		124
Loss before income taxes	11,743		22,696
Income tax benefit	(1,150)		(2,275)
Net loss	(10,593)		(20,421)
Cash and cash equivalents	3,514		8,250		3,514		$ 8,250
Accounts receivable, net					19,459	22,246
Inventories					33,894	31,733
Prepaid expenses and other current assets					4,488	4,832
Property and equipment, net					7,281
Goodwill					8,406
Intangible assets, net					87,195
Other assets					759	484
Total assets					164,996
Accounts payable and accrued expenses					32,513	22,204
Current portion of long-term debt					3,438
Line of credit					24,414
Convertible notes					14,866
Long-term debt, net of current portion					42,309
Deferred income taxes, net					4,093
Other liabilities					3,447	3,554
Total liabilities					125,080
Common stock					1,413
Additional paid-in capital					76,248
Accumulated other comprehensive income					408
Accumulated deficit					(38,617)	$ (18,196)
Total equity					39,916
Total liabilities and equity					164,996
Adjustments to reconcile net loss to net cash provided by operating activities:
Net loss			(20,421)
Depreciation and amortization	1,377		4,252
Amortization of deferred financing costs			328
Amortization of convertible notes discount			568
Paid-in-kind interest			1,300
Stock-based compensation			2,121
Provision for bad debts			(457)
Loss on disposal of assets			4
Deferred taxes			(2,577)
Changes in operating assets and liabilities:
Accounts receivable			2,473
Inventories			(2,031)
Prepaid expenses and other assets			626
Accounts payable and accrued expenses			9,534
Other liabilities			(108)
Net cash used in operating activities			(3,474)
Net cash used in investing activities			(976)
Net cash (used in) provided by financing activities			(368)
Effect of exchange rate changes on cash and cash equivalents			82
Net change in cash and cash equivalents			(4,736)
CASH AND CASH EQUIVALENTS, at beginning of period			8,250
CASH AND CASH EQUIVALENTS, at end of period	$ 3,514		$ 3,514
Balances without adoption of ASC 606 | ASU 2014-09 | Preferred Series A
Operating expenses
Convertible preferred stock					5
Balances without adoption of ASC 606 | ASU 2014-09 | Series A-1 preferred stock
Operating expenses
Convertible preferred stock					$ 459
As Previously Reported
Earnings Per Share, Basic and Diluted [Abstract]
Basic and Diluted Loss per Common Share		$ 0.01		$ 0.50

Factored Accounts and Receiva_3

Factored Accounts and Receivables (Details) $ in Thousands, kr in Millions	1 Months Ended	9 Months Ended
	Jan. 31, 2016	Sep. 30, 2018NOK (kr)	Sep. 30, 2018USD ($)	Sep. 03, 2018NOK (kr)	Sep. 02, 2018NOK (kr)	Dec. 31, 2017USD ($)	Sep. 30, 2017USD ($)
Accounts receivable, inventory advances and due from factor
Non-recourse receivables assigned to factor			$ 15,543			$ 19,566	$ 18,780
Client recourse receivables			4,336			1,473	4,244
Total receivables assigned to factor			19,879			21,039	23,024
Allowance for customer credits			(1,412)			(3,597)	(3,480)
Total factored accounts receivable, net			18,467			17,442	19,544
Non-factored accounts receivable			4,095			5,974	5,456
Allowance for customer credits			(288)			(863)	(1,065)
Allowance for doubtful accounts			(784)			(307)	(203)
Total non-factored accounts receivable, net			3,023			4,804	4,188
Total accounts receivable, net			21,490			22,246	23,732
Risk of payment in the event of non-payment by the customers			4,300			$ 1,500	$ 4,200
A&R Factoring Agreement
Accounts receivable, inventory advances and due from factor
Required notice period for termination of the agreement by factor	60 days
Required written notice period for termination of the agreement prior to December 31, 2020	60 days
Factoring Agreement | DNB Bank
Accounts receivable, inventory advances and due from factor
Required notice period for termination of the agreement by factor		14 days
Number of days notice required for termination of agreement		14 days
DFBG Swims | Factoring Agreement
Accounts receivable, inventory advances and due from factor
Required notice period for termination of the agreement by factor		14 days
Number of days notice required for termination of agreement		14 days
DFBG Swims | Factoring Agreement | DNB Bank
Accounts receivable, inventory advances and due from factor
Credit limit | kr				kr 10.7	kr 7.2
Amount outstanding		kr 30.8	$ 3,800
DFBG Swims | Factoring Agreement | DNB Bank | Maximum
Accounts receivable, inventory advances and due from factor
Financing Percentage on preapproved outstanding invoiced receivables		80.00%	80.00%
DFBG Swims | Factoring Agreement | DNB Bank | Machinery and Plant Lien | Maximum
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		kr 10
DFBG Swims | Factoring Agreement | DNB Bank | Inventory Lien | Maximum
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		10
DFBG Swims | Factoring Agreement | DNB Bank | Factoring, First Lien
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		1
DFBG Swims | Factoring Agreement | DNB Bank | Factoring, Second Lien
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		4
DFBG Swims | Factoring Agreement | DNB Bank | Factoring, Third Lien
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		7
DFBG Swims | Factoring Agreement | DNB Bank | Factoring, Fourth Lien
Accounts receivable, inventory advances and due from factor
Collateral amount | kr		kr 2.5

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Inventories
Finished goods	$ 32,366	$ 29,721	$ 35,585
Finished goods consigned to others	673	1,524	1,908
Work in progress	190	218	267
Raw materials	338	270	244
Total inventories	$ 33,567	$ 31,733	$ 38,004

Impairment of Long-Lived Asse_2

Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Impairment of Long-Lived Assets
Impairment charges	$ 0	$ 0	$ 0	$ 0

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Intangible assets
Intangible assets, Gross Amount	$ 101,123	$ 101,375	$ 101,123	$ 101,375	$ 101,026
Finite-lived intangible assets, Accumulated Amortization	13,928	10,961	13,928	10,961	11,694
Finite-lived intangible assets, Net Amount	21,308		21,308
Intangible assets, Net Amount	87,195	90,414	87,195	90,414	89,332
Amortization expense related to the intangible assets	700	700	2,200	2,200
Future amortization expense related to finite-lived intangibles
2018 Remainder of the year	748		748
2,019	2,956		2,956
2,020	2,936		2,936
2,021	2,932		2,932
2,022	2,932		2,932
Thereafter	8,804		8,804
Total	21,308		21,308
Trade names.
Intangible assets
Intangible assets, Gross Amount	65,887	66,087	65,887	66,087	65,812
Indefinite-lived intangible assets, Amount	65,887	66,087	65,887	66,087	65,812
Customer relationships
Intangible assets
Finite-lived intangible assets, Gross Amount	35,101	35,150	35,101	35,150	35,081
Finite-lived intangible assets, Accumulated Amortization	13,829	10,905	13,829	10,905	11,629
Finite-lived intangible assets, Net Amount	21,272	24,245	21,272	24,245	23,452
Future amortization expense related to finite-lived intangibles
Total	21,272	24,245	$ 21,272	$ 24,245	$ 23,452
Non-compete agreements
Intangible assets
Amortization period			3 years	3 years	3 years
Finite-lived intangible assets, Gross Amount	135	138	$ 135	$ 138	$ 133
Finite-lived intangible assets, Accumulated Amortization	99	56	99	56	65
Finite-lived intangible assets, Net Amount	36	82	36	82	68
Future amortization expense related to finite-lived intangibles
Total	$ 36	$ 82	$ 36	$ 82	$ 68
Minimum | Customer relationships
Intangible assets
Amortization period			7 years	7 years	7 years
Maximum | Customer relationships
Intangible assets
Amortization period			15 years	15 years	15 years

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Goodwill
Goodwill, Beginning Balance			$ 8,380	$ 8,271	$ 8,271
Foreign currency adjustments			26	200	109
Goodwill, Ending Balance	$ 8,406	$ 8,471	8,406	8,471	$ 8,380
Impairment charge	$ 0	$ 0	$ 0	$ 0

Contracts with Customers (Detai

Contracts with Customers (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2018	Jan. 01, 2018
Contract assets from customers	$ 1,496	$ 1,344	$ 1,496	$ 1,300
Contract liabilities from customers	285	52	285	100
Significant changes in the contract assets balances
Beginning balance		1,344
Revenue recognized from performance obligations satisfied in the current period		1,386
Transferred to accounts receivables from contract assets recognized at the beginning of the period		(1,145)
Other		(89)
Ending balance	1,496	1,496
Significant changes in the contract liability balances
Beginning balance		52
Revenue recognized from performance obligations satisfied in the current period		(39)
Contract liabilities recognized related to upfront license fees		300
Other		(28)
Ending balance	285	285
Impairment of contract assets or receivables from contracts with customers	0	0
Revenue recognized for variable consideration under license arrangements	$ 500	$ 1,300
Royalty license contracts with customers
Remainder of 2018			469
2,019			1,760
2,020			1,743
2,021			1,035
2,022			283
Total			5,290
Factored Accounts Receivable
Receivables from contracts with customers			$ 700	$ 300

Debt (Details)

Debt (Details) $ / shares in Units, $ in Thousands, kr in Millions	Oct. 29, 2018shares	Jan. 18, 2018USD ($)$ / sharesshares	Jan. 28, 2016USD ($)itemshares	Sep. 30, 2018USD ($)	Sep. 30, 2017USD ($)$ / shares	Sep. 30, 2018NOK (kr)	Sep. 30, 2018USD ($)$ / shares	Dec. 31, 2017USD ($)$ / shares	Oct. 01, 2016	Jul. 18, 2016
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2018							$ 2,323
2,019							3,750
2,020							27,998
2,021							54,830
Total							88,901
Deferred Financing Costs, Net							910
Original Issue Discount, Net							2,964
Carrying Value							85,027
Dividend rate (as a percent)				10.00%
Aggregate original issue discount			$ 4,700
Long-term Debt, Gross							$ 88,901
Common stock, par value (in dollars per share) | $ / shares					$ 0.10		$ 0.10	$ 0.10
Recorded value of the convertible note
Less: Original issue discount							$ (2,964)
Total							88,901
Accumulated accretion of original issue debt discount				$ 568	$ 516
Modified Convertible Notes value					13,549		14,866	$ 13,866
Short-term convertible note					$ 13,565			$ 13,694
Conversion of Series A-1 Preferred Stock Into Common Stock | SWIMS | Common Stock
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
New shares issued upon conversion | shares	4,951,177
Conversion of Series A-1 Preferred Stock Into Common Stock | SWIMS | Subsequent Events | Common Stock
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
New shares issued upon conversion | shares	4,951,177
Preferred Series A | Subsequent Events
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
New shares issued upon conversion | shares	5,852,142
Shares converted from issuance | shares	50,000
Series A-1 preferred stock | Tengram Capital Partners, LP | Common Stock
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Common stock, par value (in dollars per share) | $ / shares		$ 0.10
Series A-1 preferred stock | Subsequent Events
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
New shares issued upon conversion | shares	4,951,177
Shares converted from issuance | shares	4,587,964
Series A-1 preferred stock | Conversion of Series A-1 Preferred Stock Into Common Stock | SWIMS
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Shares converted from issuance | shares	4,587,964
Series A-1 preferred stock | Conversion of Series A-1 Preferred Stock Into Common Stock | SWIMS | Subsequent Events
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Shares converted from issuance | shares	4,587,964
Line of credit
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2018							1,698
2,020							22,998
Total							24,696
Deferred Financing Costs, Net							282
Carrying Value							24,414
Long-term Debt, Gross							24,696
Recorded value of the convertible note
Total							24,696
Term Loan Credit Agreement
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2018							625
2,019							3,750
2,020							5,000
2,021							37,000
Total							46,375
Deferred Financing Costs, Net							628
Carrying Value							45,747
Long-term Debt, Gross							46,375
Recorded value of the convertible note
Total							46,375
Convertible notes
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
2,021							17,830
Total							17,830
Original Issue Discount, Net							2,964
Carrying Value							14,866
Long-term Debt, Gross							17,830
Recorded value of the convertible note
Less: Original issue discount							(2,964)
Total							17,830
Revolving Facility
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Carrying Value							23,000
Aggregate principal amount			40,000
Aggregate principal amount, incremental commitments			$ 10,000
Availability							7,900
Commitment fee (as a percent)			0.25%
Revolving Facility | Base Rate
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			0.50%
Revolving Facility | LIBOR rate loans
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			1.75%
Term Facility
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Carrying Value							46,400
Aggregate principal amount			$ 50,000
Aggregate principal amount, incremental commitments			$ 50,000
Base rate floor (as a percent)			0.50%
Required quarterly repayments of principal for the first four fiscal quarters (as a percent)			0.25%
Required quarterly repayments of principal for the second four fiscal quarters (as a percent)			0.625%
Required quarterly repayments of principal for the third four fiscal quarters (as a percent)			1.25%
Required quarterly repayments of principal for the fourth four fiscal quarters (as a percent)			1.875%
Required quarterly repayments of principal thereafter (as a percent)			2.50%
Prepayment exception amounts (as a percent)			100.00%
Prepayment premium during second year (as a percent)			1.00%
Term Facility | Minimum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment exception amounts (as a percent)			0.00%
Term Facility | Maximum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment exception amounts (as a percent)			50.00%
Term Facility | Base Rate | Minimum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			6.00%
Term Facility | Base Rate | Maximum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			9.75%
Term Facility | LIBOR rate loans | Minimum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			7.00%
Term Facility | LIBOR rate loans | Maximum
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Margin on variable rate basis (as a percent)			10.75%
Modified Convertible Notes
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Total							11,800
Original Issue Discount, Net							4,673
Amount of interest payable in cash (as a percent)			50.00%
Amount of interest payable in kind (as a percent)			50.00%
Amount of interest payable in cash, discretionary (as a percent)			100.00%
Long-term Debt, Gross							11,800
Recorded value of the convertible note
Face value							16,473
Less: Original issue discount							(4,673)
Total							11,800
PIK interest issued				1,357
Accumulated accretion of original issue debt discount				$ 1,709
Modified Convertible Notes value							14,866
Modified Convertible Notes | Conversion of Convertible Notes into Common Stock
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Annual rate on outstanding principal amount (as a percent)			6.50%						7.00%
New shares issued upon conversion | shares			1,167,317
Cash payment			$ 8,600
Aggregate principal amount of modified convertible notes			$ 16,500
Trading days immediately preceding the notice of conversion used for calculation of average of the closing prices for the common stock | item			20
Convertible Notes Due January 2018 | Tengram Capital Partners, LP
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Annual rate on outstanding principal amount (as a percent)										3.75%
Convertible Notes Due January 2018 | Series A-1 preferred stock | Tengram Capital Partners, LP
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Dividend rate (as a percent)		10.00%
Number of shares issuable upon conversion of the debt | shares		4,587,964
Conversion price (in dollars per share) | $ / shares		$ 3
Preferred Stock, par value (in dollars per share) | $ / shares		$ 0.10
Recorded value of the convertible note
Face value		$ 13,000
Convertible Notes Due January 2018 | Series A-1 preferred stock | SWIMS
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Number of shares issuable upon conversion of the debt | shares		4,587,964
Conversion price (in dollars per share) | $ / shares		$ 3
Overdraft Agreement | SWIMS
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Outstanding balance						kr 13.8	$ 1,700

Debt - Overdraft and Factoring

Debt - Overdraft and Factoring Agreement (Details) kr in Millions, $ in Millions	9 Months Ended
	Sep. 30, 2018NOK (kr)	Sep. 30, 2018USD ($)	Jan. 27, 2016NOK (kr)	Jan. 27, 2016USD ($)	Jan. 26, 2016NOK (kr)
Factoring Agreement | DNB Bank
Line of Credit Facility [Line Items]
Number of days notice required for termination of agreement	14 days
Required notice period for termination of the agreement by factor	14 days
DFBG Swims | Overdraft Agreement | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Maximum borrowing capacity			kr 6	$ 0.7
DFBG Swims | Overdraft Agreement | Machinery and Plant Lien | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Collateral amount			10
DFBG Swims | Overdraft Agreement | Inventory Lien | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Collateral amount			10
DFBG Swims | Overdraft Agreement | Factoring, First Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount			1
DFBG Swims | Overdraft Agreement | Factoring, Second Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount			4
DFBG Swims | Overdraft Agreement | Factoring, Third Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount			7
DFBG Swims | Overdraft Agreement | Factoring, Fourth Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount			kr 2.5
DFBG Swims | Ordinary Credit | DNB Bank
Line of Credit Facility [Line Items]
Annual rate on outstanding principal amount (as a percent)			7.40%	7.40%
Quarterly fee percent			0.40%	0.40%
DFBG Swims | Ordinary Credit | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Maximum borrowing capacity			kr 3.5
DFBG Swims | Additional Credit | DNB Bank
Line of Credit Facility [Line Items]
Annual rate on outstanding principal amount (as a percent)			4.90%	4.90%
Quarterly fee percent			0.50%	0.50%
DFBG Swims | Additional Credit | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Maximum borrowing capacity					kr 2.5
DFBG Swims | Factoring Agreement
Line of Credit Facility [Line Items]
Number of days notice required for termination of agreement	14 days
Required notice period for termination of the agreement by factor	14 days
DFBG Swims | Factoring Agreement | DNB Bank
Line of Credit Facility [Line Items]
Amount outstanding	kr 30.8	$ 3.8
DFBG Swims | Factoring Agreement | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Financing Percentage on preapproved outstanding invoiced receivables	80.00%	80.00%
DFBG Swims | Factoring Agreement | Machinery and Plant Lien | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Collateral amount	kr 10
DFBG Swims | Factoring Agreement | Inventory Lien | DNB Bank | Maximum
Line of Credit Facility [Line Items]
Collateral amount	10
DFBG Swims | Factoring Agreement | Factoring, First Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount	1
DFBG Swims | Factoring Agreement | Factoring, Second Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount	4
DFBG Swims | Factoring Agreement | Factoring, Third Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount	7
DFBG Swims | Factoring Agreement | Factoring, Fourth Lien | DNB Bank
Line of Credit Facility [Line Items]
Collateral amount	kr 2.5

Debt - Interest Expense (Detail

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Components of interest expense
Contractual coupon interest	$ 2,154	$ 1,984	$ 6,201	$ 5,694
Amortization of discounts and deferred financing costs	308	278	896	842
Total interest expense	$ 2,462	$ 2,262	$ 7,097	$ 6,536

Fair Value Measurement of Fin_3

Fair Value Measurement of Financial Instruments (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Dec. 31, 2017	Sep. 30, 2017
Fair value disclosures
Convertible notes - short term		$ 13,694	$ 13,565
Convertible notes - long-term	$ 14,866	13,866	13,549
Nonrecurring | Carrying Value
Fair value disclosures
Loan payable	14,866	27,560	27,114
Nonrecurring | Fair Value
Fair value disclosures
Loan payable	11,700	25,394	24,815
Nonrecurring | Level 3 | Carrying Value
Fair value disclosures
Convertible notes - short term		13,694	13,565
Convertible notes - long-term	14,866	13,866	13,549
Nonrecurring | Level 3 | Fair Value
Fair value disclosures
Convertible notes - short term		13,694	13,565
Convertible notes - long-term	$ 11,700	$ 11,700	$ 11,250
Fair value assumptions
Time to maturity (in years)	2 years 10 months 13 days
Volatility rate (as a percent)	60.00%
Risk-free interest rate (as a percent)	2.88%

Equity - Incentive Plan (Detail

Equity - Incentive Plan (Details) - USD ($) $ in Thousands	Oct. 29, 2018	Sep. 30, 2018	Nov. 07, 2016
Stock Incentive Plans and Plan Amendment
Aggregate fair market value		$ 2,811
2016 Plan
Stock Incentive Plans and Plan Amendment
Number of shares reserved for future issuance			3,529,109
Shares Reserved For Future Issuance
Shares of common stock issuable	12,725,963	1,200,570
Amended And Restated Plan
Shares Reserved For Future Issuance
Shares of common stock issuable		444
Number of shares available for issuance		0

Equity - Plan Activity (Details

Equity - Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$ 4.07		$ 4.07
Stock option activity
Outstanding at the beginning of the period (in shares)			70,721
Outstanding at the end of the year (in shares)	70,721		70,721
Exercisable at the end of the period (in shares)	70,721		70,721
Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)			$ 4.07
Outstanding at the end of the period (in dollars per share)	$ 4.07		4.07
Exercisable at the end of the period (in dollars per share)	$ 4.07		$ 4.07
Additional Disclosures
Outstanding at the end of the period, Weighted Average Remaining Contractual Life (Years)			3 years 9 months 18 days
Exercisable at the end of the period, Weighted Average Remaining Contractual Life (Years)			3 years 9 months 18 days
Outstanding at the end of the period, Aggregate Intrinsic Value	$ 2,811		$ 2,811
Exercisable at the end of the period, Aggregate Intrinsic Value	2,811		2,811
Stock options
Unrecognized compensation cost
Stock based compensation expense recognized	0	$ (7)	0	$ 7
Total unrecognized compensation cost	$ 0		$ 0
Amended And Restated Plan
Stock option activity
Outstanding at the beginning of the period (in shares)			444
Outstanding at the end of the year (in shares)	444		444
2016 Plan
Stock option activity
Outstanding at the beginning of the period (in shares)			70,277
Outstanding at the end of the year (in shares)	70,277		70,277

Equity - Restricted Stock Units

Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
RSUs
Restricted Stock Units
Outstanding at the beginning of the period (in shares)			745,702
Granted (in shares)			1,023,485
Vested (in shares)			952,046
Forfeited (in shares)			60,000
Outstanding at the end of the period (in shares)	757,141		757,141
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share)			$ 3.68
Granted (in dollars per share)			1.23
Vested (in dollars per share)			1.84
Forfeited (in dollars per share)			1.87
Outstanding at the end of the period (in dollars per share)	$ 2.83		$ 2.83
Unrecognized compensation cost
Weighted-average period for recognition of unrecognized compensation cost			1 year 4 months 24 days
Stock based compensation expense recognized	$ 600	$ 400	$ 2,100	$ 1,300
Total unrecognized compensation	$ 1,000		$ 1,000
PSUs
Restricted Stock Units
Granted (in shares)			563,678
Vested (in shares)			0
Forfeited (in shares)			111,111
Outstanding at the end of the period (in shares)	452,567		452,567
Unrecognized compensation cost
Stock based compensation expense recognized			$ 0
If less than 80 percent of performance target is reached			0.00%

Equity - Preferred Stock (Detai

Equity - Preferred Stock (Details) $ / shares in Units, $ in Millions	Oct. 29, 2018shares	Jan. 18, 2018USD ($)$ / sharesshares	Jan. 28, 2016USD ($)item$ / sharesshares	Sep. 30, 2018$ / shares	Dec. 31, 2017$ / shares	Sep. 30, 2017$ / shares
Dividend rate (as a percent)				10.00%
Common stock, par value (in dollars per share) | $ / shares				$ 0.10	$ 0.10	$ 0.10
Preferred Series A | Subsequent Events
Shares converted from issuance	50,000
New shares issued upon conversion	5,852,142
Series A-1 preferred stock | Subsequent Events
Shares converted from issuance	4,587,964
New shares issued upon conversion	4,951,177
TCP Denim, LLC | Preferred Series A
Shares issued (in shares)			50,000
Aggregate amount | $			$ 50
Dividend rate (as a percent)			10.00%
Number of Board of Directors that the preferred stockholders can elect | item			3
Conversion price (in dollars per share) | $ / shares			$ 11.16
Preferred Stock, par value (in dollars per share) | $ / shares			$ 0.10
TCP Denim, LLC | Preferred Series A | Conversion of Series A Preferred Stock Into Common Stock | Subsequent Events
Shares converted from issuance	50,000
Convertible Notes Due January 2018 | Tengram Capital Partners, LP | Series A-1 preferred stock
Convertible notes face value | $		$ 13
Dividend rate (as a percent)		10.00%
Conversion price (in dollars per share) | $ / shares		$ 3
Number of shares issuable upon conversion of the debt		4,587,964
Conversion ratio		1
Preferred Stock, par value (in dollars per share) | $ / shares		$ 0.10
Conversion of Series A-1 Preferred Stock Into Common Stock | Tengram Capital Partners, LP | Series A-1 preferred stock
Shares converted from issuance	4,587,964
SWIMS | Convertible Notes Due January 2018 | Series A-1 preferred stock
Conversion price (in dollars per share) | $ / shares		$ 3
Number of shares issuable upon conversion of the debt		4,587,964
Common Stock | TCP Denim, LLC | Conversion of Series A Preferred Stock Into Common Stock | Subsequent Events
New shares issued upon conversion	5,852,142
Common Stock | Tengram Capital Partners, LP | Series A-1 preferred stock
Common stock, par value (in dollars per share) | $ / shares		$ 0.10
Common Stock | Conversion of Series A-1 Preferred Stock Into Common Stock | Tengram Capital Partners, LP
New shares issued upon conversion	4,951,177

Equity - Warrants (Details)

Equity - Warrants (Details) - Warrants - SWIMS $ / shares in Units, $ in Thousands	Jul. 18, 2016USD ($)$ / sharesshares
Class of Warrant or Right [Line Items]
Shares of common stock | shares	150,000
Fair value of warrants issued | $	$ 45
Exercise price (in dollars per share) | $ / shares	$ 5.47
Fair value assumptions
Time to maturity (in years)	3 years
Volatility rate (as a percent)	45.00%
Dividend rate	0.00%
Risk-free interest rate (as a percent)	0.85%
Discount rate	10.00%
Restriction period	6 months
Tengram Capital Partners, LP
Class of Warrant or Right [Line Items]
Shares of common stock | shares	500,000
Fair value of warrants issued | $	$ 465
Exercise price (in dollars per share) | $ / shares	$ 3
Fair value assumptions
Time to maturity (in years)	5 years
Volatility rate (as a percent)	50.00%
Dividend rate	0.00%
Risk-free interest rate (as a percent)	1.14%
Discount rate	20.00%
Restriction period	6 months

Loss per Share (Details)

Loss per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Numerator:
Net loss	$ (10,579)	$ (183)	$ (20,350)	$ (6,593)
Less: preferred dividends	(1,892)	(1,382)	(5,548)	(4,099)
Net loss attributable to common stockholders	$ (12,471)	$ (1,565)	$ (25,898)	$ (10,692)
Denominator:
Weighted average common shares outstanding (in shares)	14,085	13,322	13,873	13,306
Loss per common share - basic (in dollars per share)	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)
Numerator:
Net loss	$ (10,579)	$ (183)	$ (20,350)	$ (6,593)
Less: preferred dividends	(1,892)	(1,382)	(5,548)	(4,099)
Net loss attributable to common stockholders	$ (12,471)	$ (1,565)	$ (25,898)	$ (10,692)
Denominator:
Weighted average common shares outstanding (in shares)	14,085	13,322	13,873	13,306
Dilutive common shares	14,085	13,322	13,873	13,306
Loss per common share - diluted (in dollars per share)	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)
Modified Convertible Notes
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	1,278	1,237	1,278	1,237
Convertible Notes Due January 2018
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)		4,522		4,522
Preferred Series A
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	4,480	4,480	4,480	4,480
Series A-1
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	4,588		4,588
Warrants
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	650	650	650	650
Stock options
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	71	150	71	150
RSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	757	1,060	757	1,060
PSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	453	458	453	458

Loss per Share - Two Class Meth

Loss per Share - Two Class Method (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Loss per Share
Net loss	$ (10,579)	$ (183)	$ (20,350)	$ (6,593)
Less: preferred dividends	(1,892)	(1,382)	(5,548)	(4,099)
Net loss attributable to stockholders	(12,471)	(1,565)	(25,898)	(10,692)
Net loss attributable to common stockholders (Note 11)	$ (12,471)	$ (1,565)	$ (25,898)	$ (10,692)
Denominator:
Weighted average common shares outstanding (in shares)	14,085	13,322	13,873	13,306
Loss per common share - basic and diluted under two-class method (in dollars per share)	$ (0.89)	$ (0.12)	$ (1.87)	$ (0.80)

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Income Taxes
U.S. federal corporate tax rate			21.00%		34.00%
Effective tax rate	10.00%	82.00%	10.00%	13.00%
Unrecognized tax benefits	$ 0.1	$ 0.1	$ 0.1	$ 0.1	$ 0.1

Segment Reporting (Details)

Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Segment information
Net sales	$ 39,831	$ 42,389	$ 114,614	$ 118,944
Gross profit	17,160	18,055	47,840	52,877
Operating expenses	26,406	16,827	63,244	52,159
Operating (loss) income	(9,246)	1,228	(15,404)	718
Capital expenditures	332	354	994	890
Total assets	168,865	178,385	168,865	178,385	$ 173,674
Wholesale
Segment information
Net sales	28,410	32,393	80,808	88,910
Gross profit	9,724	11,655	25,817	33,210
Operating expenses	3,586	3,428	9,951	11,053
Operating (loss) income	6,138	8,227	15,866	22,157
Capital expenditures	26	249	182	264
Total assets	54,573	61,536	54,573	61,536	53,958
Consumer Direct
Segment information
Net sales	10,434	9,188	31,128	27,959
Gross profit	6,455	5,592	19,351	17,592
Operating expenses	5,870	5,981	17,761	18,364
Operating (loss) income	585	(389)	1,590	(772)
Capital expenditures	93	24	270	318
Total assets	7,043	8,241	7,043	8,241	7,633
Corporate and Other
Segment information
Net sales	987	808	2,678	2,075
Gross profit	981	808	2,672	2,075
Operating expenses	16,950	7,418	35,532	22,742
Operating (loss) income	(15,969)	(6,610)	(32,860)	(20,667)
Capital expenditures	213	81	542	308
Total assets	$ 107,249	$ 108,608	$ 107,249	$ 108,608	$ 112,083

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 29, 2018	Sep. 30, 2018	Sep. 30, 2017	Jan. 18, 2018
Related party transactions
Convertible note payable balance		$ 88,901
Period for automatic renewal of the term of the employment		1 year
Tengram Capital Partners, LP
Related party transactions
Total related party expenses		$ 59	$ 62
Peter Kim
Related party transactions
Convertible note payable balance		9,100
Accrued interest		$ 149
Term of non-compete agreement		3 years
Preferred Series A | Subsequent Events
Related party transactions
Shares converted from issuance	50,000
New shares issued upon conversion	5,852,142
Series A-1 preferred stock | Convertible Notes Due January 2018 | SWIMS
Related party transactions
Conversion price (in dollars per share)				$ 3
Number of shares issuable upon conversion of the debt				4,587,964
Series A-1 preferred stock | Subsequent Events
Related party transactions
Shares converted from issuance	4,587,964
New shares issued upon conversion	4,951,177
Series A-1 preferred stock | Tengram Capital Partners, LP | Convertible Notes Due January 2018
Related party transactions
Preferred Stock, par value (in dollars per share)				$ 0.10
Conversion price (in dollars per share)				$ 3
Number of shares issuable upon conversion of the debt				4,587,964
Conversion of Series A-1 Preferred Stock Into Common Stock | Series A-1 preferred stock | SWIMS
Related party transactions
Shares converted from issuance	4,587,964
Conversion of Series A-1 Preferred Stock Into Common Stock | Series A-1 preferred stock | Subsequent Events | SWIMS
Related party transactions
Shares converted from issuance	4,587,964
Common Stock | Conversion of Series A-1 Preferred Stock Into Common Stock | SWIMS
Related party transactions
New shares issued upon conversion	4,951,177
Common Stock | Conversion of Series A-1 Preferred Stock Into Common Stock | Subsequent Events | SWIMS
Related party transactions
New shares issued upon conversion	4,951,177

Subsequent Events - Acquisition

Subsequent Events - Acquisition (Details) $ in Millions	Oct. 29, 2018USD ($)
Subsequent Events | GBG and its subsidiaries
The Acquisition
Purchase price	$ 1,210

Subsequent Events - Credit Agre

Subsequent Events - Credit Agreements (Details) - Subsequent Events $ in Millions	Oct. 29, 2018USD ($)
First Lien Credit Agreement
Credit Agreements
Aggregate principal amount	$ 645
Maturity term (in years)	5 years
Number of step downs	2
Percent of step downs	0.25%
Step one first lien leverage ratio	2.75
Step two first lien leverage ratio	2.25
First Lien Credit Agreement | Base Rate
Credit Agreements
Floor rate (in percent)	2.50%
Margin on variable rate basis (as a percent)	5.00%
First Lien Credit Agreement | LIBOR rate loans
Credit Agreements
Floor rate (in percent)	1.50%
Margin on variable rate basis (as a percent)	6.00%
First Lien Credit Agreement | Fiscal Quarters Ending March 31, 2019 and June 30, 2019
Credit Agreements
Percent of principal payments	0.25%
First Lien Credit Agreement | Fiscal Quarters Ending September 30, 2019 and December 31, 2019
Credit Agreements
Percent of principal payments	0.625%
First Lien Credit Agreement | Fiscal Quarter Thereafter
Credit Agreements
Percent of principal payments	1.25%
New Revolving Facility
Credit Agreements
Aggregate principal amount	$ 150
Maturity term (in years)	4 years 6 months
New Revolving Facility | Base Rate
Credit Agreements
Floor rate (in percent)	1.00%
Margin on variable rate basis (as a percent)	4.50%
New Revolving Facility | LIBOR rate loans
Credit Agreements
Floor rate (in percent)	0.00%
Margin on variable rate basis (as a percent)	5.50%
New Revolving Facility | First Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	3.00%
New Revolving Facility | Second Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	2.00%
New Revolving Facility | Third Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	1.00%
Second Lien Credit Agreement
Credit Agreements
Aggregate principal amount	$ 668
Maturity term (in years)	6 years
Initial prepayment amount	$ 175
Second Lien Credit Agreement | First Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	3.00%
Second Lien Credit Agreement | Second Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	2.00%
Second Lien Credit Agreement | Third Year After The Closing Date
Credit Agreements
Prepayment premium (in percent)	1.00%
Percent of debt excess of initial prepayment amount	4.00%
Second Lien Credit Agreement | Fourth Year After The Closing Date
Credit Agreements
Percent of debt excess of initial prepayment amount	2.00%
Second Lien Credit Agreement | Fifth Year After The Closing Date
Credit Agreements
Percent of debt excess of initial prepayment amount	1.00%
Second Lien Credit Agreement | Closing Date until December 31, 2019
Credit Agreements
Percent of Payment-in-kind interest (PIK)	2.75%
Second Lien Credit Agreement | Closing Date until December 31, 2019 | Base Rate
Credit Agreements
Floor rate (in percent)	2.50%
Margin on variable rate basis (as a percent)	6.00%
Second Lien Credit Agreement | Closing Date until December 31, 2019 | LIBOR rate loans
Credit Agreements
Floor rate (in percent)	1.50%
Margin on variable rate basis (as a percent)	7.00%
Second Lien Credit Agreement | Thereafter December 31, 2019
Credit Agreements
Percent of Payment-in-kind interest (PIK)	1.25%
Second Lien Credit Agreement | Thereafter December 31, 2019 | Base Rate
Credit Agreements
Floor rate (in percent)	2.50%
Margin on variable rate basis (as a percent)	7.00%
Second Lien Credit Agreement | Thereafter December 31, 2019 | LIBOR rate loans
Credit Agreements
Floor rate (in percent)	1.50%
Margin on variable rate basis (as a percent)	8.00%

Subsequent Events - Receivables

Subsequent Events - Receivables Facility (Details) - Subsequent Events $ in Millions	Oct. 29, 2018USD ($)
Subsequent Event [Line Items]
Receivables facility period (in years)	3 years
Maximum sale of undivided ownership interest	$ 450

Subsequent Events - GSO Convert

Subsequent Events - GSO Convertible Notes (Details) - Subsequent Events - The GSO Convertible Notes $ / shares in Units, $ in Millions	Oct. 29, 2018USD ($)$ / shares
The GSO Convertible Notes
Aggregate principal amount | $	$ 25
Conversion price (in dollars per share) | $ / shares	$ 8
Prior written notice (in days)	10 days
From and after April 29, 2019 To October 29, 2019
The GSO Convertible Notes
Interest rate (in percent)	12.00%
From and after October 29, 2019
The GSO Convertible Notes
Interest rate (in percent)	16.00%

Subsequent Events - The Private

Subsequent Events - The Private Placement (Details) - Subsequent Events $ / shares in Units, $ in Thousands	Oct. 29, 2018USD ($)$ / sharesshares
Private Sale
The Private Placement
Shares issued (in shares) | shares	10,000,000
Share price (in dollars per share) | $ / shares	$ 8
Consideration in private placement | $	$ 80,000
Private Placement For Affiliates Entering In to Second Lien Term Facility
The Private Placement
Shares issued (in shares) | shares	23,094,501
Consideration in private placement | $	$ 0

Subsequent Events - Stockholder

Subsequent Events - Stockholder Agreement (Details) - Subsequent Events - Stockholder Agreement	Oct. 29, 2018directorstockholderitem
Stockholder Agreement
Number of independent director	1
Tengram Stockholders
Stockholder Agreement
Number of members in the Board	8
Percent of outstanding shares to nominate two directors	50.00%
Number of directors nominated on 50% shareholding | director	2
Percent of outstanding shares to nominate one director	5.00%
Number of directors nominated on 5% shareholding | director	1
Number of Director appointed by Shareholders | stockholder	1
GSO Stockholders
Stockholder Agreement
Number of Director appointed by Shareholders	1

Subsequent Events - The Convers

Subsequent Events - The Conversion (Details) - Subsequent Events	Oct. 29, 2018shares
Preferred Series A
The Conversion
Shares converted from issuance	50,000
New shares issued upon conversion	5,852,142
Series A-1 preferred stock
The Conversion
Shares converted from issuance	4,587,964
New shares issued upon conversion	4,951,177

Subsequent Events - Jason Rabin

Subsequent Events - Jason Rabin Employment Agreement and Inducement Grant (Details) - shares	Oct. 29, 2018	Sep. 30, 2018
RSUs
Jason Rabin Employment Agreement and Inducement Grant
Granted (in shares)		1,023,485
Subsequent Events | Employment Agreement and Inducement Grant | Chief Executive Officer | RSUs
Jason Rabin Employment Agreement and Inducement Grant
Granted (in shares)	4,100,000
Subsequent Events | Employment Agreement and Inducement Grant | Chief Executive Officer | PSUs
Jason Rabin Employment Agreement and Inducement Grant
Granted (in shares)	500,000

Subsequent Events - Anurup Prut

Subsequent Events - Anurup Pruthi Employment Agreement and Inducement Grant (Details - RSUs - shares	Oct. 30, 2018	Sep. 30, 2018
Jason Rabin Employment Agreement and Inducement Grant
Granted (in shares)		1,023,485
Subsequent Events | Employment Agreement and Inducement Grant | Chief Financial Officer
Jason Rabin Employment Agreement and Inducement Grant
Granted (in shares)	600,000

Subsequent Events - Management

Subsequent Events - Management Incentive Plan (Details) - Subsequent Events - Management Incentive Plan	Oct. 29, 2018shares
Management Incentive Plan
Number of shares of common stock authorized for issuance	1,776,500
Period of MIP Plan for voting from closing date	90 days
Period of Special Equity Allocation Pool	180 days

Subsequent Events - Plan Amendm

Subsequent Events - Plan Amendment (Details)	Oct. 29, 2018shares
Subsequent Events | 2016 Plan Amendment
Stock Incentive Plans and Plan Amendment
Number of shares reserved for future issuance	12,725,963