Centric Brands (CTRC) 10-Q 20 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 20, 2019
Document and Entity Information
Entity Registrant Name	Centric Brands Inc.
Entity Central Index Key	0000844143
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
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		58,542,641
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 25,218	$ 29,519
Accounts receivable, net	26,373	27,910
Sold receivables, net	13,516	33,825
Inventories	294,243	342,952
Prepaid expenses and other current assets	76,641	48,378
Total current assets	435,991	482,584
Property and equipment, net	92,763	93,044
Goodwill	376,132	376,132
Intangible assets, net	878,055	897,470
Operating lease right-of-use assets	209,715
Other assets	9,320	9,725
Total assets	2,001,976	1,858,955
Current liabilities
Accounts payable and accrued expenses	485,207	525,863
Current portion of operating lease liabilities	23,155
Current portion of long-term debt	18,929	11,602
Revolving credit facilities	40,000
Total current liabilities	567,291	537,465
Convertible notes	37,310	36,235
Long-term debt, net of current portion	1,195,904	1,195,297
Deferred income taxes, net	1,986
Operating lease liabilities	193,782
Other non-current liabilities	1,012	6,581
Total liabilities	1,997,285	1,775,578
Commitments and contingencies
Equity
Common stock, $0.10 par value: 100,000 shares authorized, 58,570 and 58,364 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	5,857	5,836
Additional paid-in capital	221,522	218,240
Accumulated other comprehensive income	361	487
Accumulated deficit	(223,049)	(141,186)
Total equity	4,691	83,377
Total liabilities and equity	$ 2,001,976	$ 1,858,955

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2019	Dec. 31, 2018
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	58,570	58,364
Common stock, shares outstanding	58,570	58,364

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Net sales	$ 528,897	$ 38,818
Cost of goods sold	409,951	22,563
Gross profit	118,946	16,255
Operating expenses
Selling, general and administrative	113,165	15,348
Depreciation and amortization	22,956	1,463
Other operating expense, net	17,098
Total operating expenses	153,219	16,811
Operating loss	(34,273)	(556)
Other expense, net
Interest expense	46,013	2,215
Other expense, net	(42)	(1)
Total other expense, net	(45,971)	(2,214)
Loss before income taxes	(80,244)	(2,770)
Income tax provision	1,619	1,315
Net loss	(81,863)	(4,085)
Net loss attributable to common stockholders	(81,863)	(5,847)
Net loss	(81,863)	(4,085)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(126)	763
Other comprehensive income (loss)	(126)	763
Comprehensive loss	$ (81,989)	$ (3,322)
Loss per common share - basic
Loss per common share - basic (in dollars per share)	$ (1.40)	$ (0.43)
Loss per common share - diluted
Net loss per common share - diluted (in dollars per share)	$ (1.40)	$ (0.43)
Weighted average shares outstanding
Basic (in shares)	58,548	13,550
Diluted (in shares)	58,548	13,550

CONSOLIDATED STATEMENTS OF EQUI

CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Preferred Series A	Preferred Series A-1	Total
Increase (Decrease) in Stockholders' Equity
Cumulative effect of adoption of ASC 606				$ 775			$ 775
Adjusted balance	$ 1,349	$ 61,314	$ 271	(17,421)	$ 5		45,518
Adjusted balance (in shares)	13,488				50
Balance at Dec. 31, 2017	$ 1,349	61,314	271	(18,196)	$ 5		44,743
Balance (in shares) at Dec. 31, 2017	13,488				50
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
Stock-based compensation		637					637
Issuance of restricted common stock, net of taxes withheld	$ 11	(64)					(53)
Issuance of restricted common stock, net of taxes withheld (in shares)	111
Foreign currency translation			763				763
Net loss				(4,085)			(4,085)
Balance at Mar. 31, 2018	$ 1,360	75,192	1,034	(21,506)	$ 5	$ 459	56,544
Balance (in shares) at Mar. 31, 2018	13,599				50	4,588
Balance at Dec. 31, 2018	$ 5,836	218,240	487	(141,186)			$ 83,377
Balance (in shares) at Dec. 31, 2018	58,364						58,364
Increase (Decrease) in Stockholders' Equity
Issuance of common stock, net of taxes withheld	$ 21	(114)					$ (93)
Issuance of common stock, net of taxes withheld (in shares)	206
Stock-based compensation		3,396					3,396
Foreign currency translation			(126)				(126)
Net loss				(81,863)			(81,863)
Balance at Mar. 31, 2019	$ 5,857	$ 221,522	$ 361	$ (223,049)			$ 4,691
Balance (in shares) at Mar. 31, 2019	58,570						58,570

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Loss from operations	$ (81,863)	$ (4,085)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	22,956	1,463
Amortization of deferred financing costs and discounts	4,392	289
Paid-in-kind interest	5,184	437
Stock-based compensation	3,396	637
Amortization of inventory step up	8,781
Amortization of lease expense	5,993
Other non-cash adjustments	1,263	98
Deferred income taxes, net	1,986	523
Changes in operating assets and liabilities:
Accounts receivable, net	(284,890)	(145)
Operating lease liability	(5,512)
Inventories	40,234	(2,365)
Prepaid expenses and other assets	(29,212)	(628)
Accounts payable and accrued expenses	(36,476)	(416)
Other liabilities	(3,348)	317
Net cash used in operating activities	(347,116)	(3,875)
CASH FLOWS FROM INVESTING ACTIVITIES
Collections of sold receivables	307,279
Purchases of property and equipment	(3,899)	(439)
Net cash provided by (used in) investing activities	303,380	(439)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt		(938)
Proceeds from line of credit, net	39,685	1,379
Taxes paid in lieu of shares issued for stock-based compensation	(93)	(53)
Net cash provided by financing activities	39,592	388
Effect of exchange rate changes on cash and cash equivalents	(157)	7
NET CHANGE IN CASH AND CASH EQUIVALENTS	(4,301)	(3,919)
CASH AND CASH EQUIVALENTS, at beginning of period	29,519
CASH AND CASH EQUIVALENTS, at end of period	25,218	4,331
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	34,170	3,021
Income taxes paid		6
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid purchases of property and equipment	63	101
Beneficial interest obtained in exchange for securitized trade receivables	$ 276,668
Conversion of short-term convertible notes		$ 13,764

Business Description and Basis

Business Description and Basis of Presentation	3 Months Ended
	Mar. 31, 2019
Business Description and Basis of Presentation
Business Description and Basis of Presentation	1. Business Description and Basis of Presentation Centric Brands Inc. (“ Centric ” or the “ Company ”) is a leading lifestyle brands collective, bringing together creative minds from the worlds of fashion and commerce, sourcing, technology, marketing, digital and entertainment. The Company designs, produces, merchandises, manages, and markets kidswear, accessories, and men’s and women’s apparel under owned, licensed and private label brands. The Company’s distinctive image has been developed across an expanding number of products, brands, sales channels and markets. Company owned brands include Hudson®, Robert Graham®, and SWIMS® (the “ Owned Brands ”). Additionally, the Company licenses brands or makes private label brands which are sold in various product categories primarily in North America. Licensed brands include Calvin Klein®, Tommy Hilfiger®, Nautica®, Under Armour®, BCBG®, Buffalo Jeans®, Joe’s Jeans®, and Michael Kors®. Centric and its subsidiaries are collectively referred to herein as the “Company,” “we,” “us,” “our,” and “ourselves,” unless the context indicates otherwise. On October 29, 2018, the Company acquired from Global Brands Group Holding Limited’s (“ GBG ”) and GBG USA Inc., a wholly-owned subsidiary of GBG (“ GBG USA ”) a significant part of GBG’s North American business (“ GBG Acquisition ”), 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 Business ”). Effective upon the consummation of the GBG Acquisition, the Company changed its name from Differential Brands Group Inc. to Centric Brands Inc. and changed its trading symbol on NASDAQ from DFBG to CTRC. Prior to the GBG Acquisition, the Company organized its business into the following three reportable segments: Wholesale, Consumer Direct and Corporate and other. Subsequent to the GBG Acquisition, the Company implemented organizational changes that have impacted the manner in which it manages the Company. Accordingly, the Company realigned its business into the following three reportable segments: Kids, Accessories and Men’s & Women’s Apparel. See “Note 15 – Segment Information.” The Company continues to be a “smaller reporting company,” as defined under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“ SEC ”) and should be read in conjunction with the Company’s audited financial statements and footnotes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (“ 2018 10-K ”) filed on May 16, 2019. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) have been omitted pursuant to such rules and regulations. The condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s consolidated financial position, its results of operations and cash flows for the interim periods presented. The operating results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the full fiscal year 2019 or for any other interim period. The December 31, 2018 consolidated balance sheet is condensed from the audited financial statements as of that date. The condensed consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements. Actual results may differ from those estimates.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Summary of Significant 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 2018 10-K. Revenue Recognition The Company adopted Accounting Standards Codification (“ 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. 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 generally 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 $0.6 million 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. Revenue for ecommerce sales of products ordered through the Company’s retail internet sites 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 immaterial adjustment to increase the opening accumulated deficit as of January 1, 2018, to reflect the impact on ecommerce shipments from adopting ASC 606. Ecommerce revenue was 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 collected from the customer. 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 increase the opening accumulated deficit as of January 1, 2018, by $1.3 million, to reflect the impact on licensing revenue from adopting ASC 606. 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. This accounting treatment is consistent with the Company’s treatment of shipping and handling revenue prior to January 1, 2018. The adoption of ASC 606 had no net impact on the Company's condensed consolidated statement of cash flows for the year ended December 31, 2018. Concentration of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and factored accounts receivable. The Company maintains cash and cash equivalents with various financial institutions. The policy is designed to limit exposure to any one institution. Periodic evaluations are performed of the relative credit rating of those financial institutions that are considered in the Company’s investment strategy. The vast majority of trade receivables from sales to customers are subsequently sold to a financial institution pursuant to a trade receivables securitization facility. The sale of trade receivables are made on a recourse basis however are guaranteed through credit insurance purchased from an unrelated financial institution. When insured, the Company is not at risk if a customer fails to pay. For trade receivables not sold to a financial institution, the Company generally does not require collateral. As of March 31, 2019, the net deferred purchase price of trade receivables sold pursuant to the RPA (as defined below) totaled $13.5 million. The RPA was not in place as of March 31, 2018. See “Note 4 –Accounts Receivables.” The Company provides an allowance for estimated losses to be incurred in the collection of accounts receivable based upon the aging of outstanding balances and other account monitoring analysis. The net carrying value approximates the fair value for these assets. Such losses have historically been within management’s expectations. Uncollectible accounts are written off once collection efforts are deemed by management to have been exhausted. For the three months ended March 31, 2019 and 2018, sales to customers or customer groups representing 10 percent or greater of net sales for such period are as follows: Three Months Ended March 31, 2019 2018 Customer A 15 % — % Customer B 13 % — % Financial Accounting Standards Recently Adopted In February 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASC Topic 842, Leases (“ ASC 842 ”), a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842 as of January 1, 2019, using the modified retrospective approach. The Company elected the ‘comparatives under ASC 840 option’ as a transitional practical expedient, which allows the Company to initially apply the new lease requirements at the effective date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. It also allows the Company to report comparative periods in the financial statements under previous GAAP under ASC 840, Leases (“ ASC 840 ”). The Company also elected the ‘package of practical expedients’ permitted under the transition guidance, which allowed the Company to (i) carry forward the historical lease classification, (ii) forgo reassessment of whether any expired or existing contracts contain leases, and (iii) forgo reassessment of whether any previously unamortized initial direct costs continue to meet the definition of initial direct costs under ASC 842. However, any initial direct costs after the effective date will be included within the ROU asset under ASC 842. The Company did not elect the ‘hindsight’ practical expedient to reassess the lease term for existing leases. For the accounting policy practical expedients, the Company elected the short-term lease exemption, under which any lease less than 12 months is excluded from recognition on the balance sheet. The Company elected not to recognize ROU assets and lease liabilities for short term leases which have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Additionally, the Company elected the non-separation of lease and non-lease components, and as a result, the Company does not need to account for lease components (e.g., fixed payments including rent) separately from the non-lease components (e.g., common-area maintenance costs) for all leases. The adoption of ASC 842 resulted in the recognition of ROU assets of $214.0 million with corresponding lease liabilities of $220.7 million. As a result of adopting the standard, $6.7 million of pre-existing liabilities for deferred rent, unfavorable leases and various lease incentives were reclassified as a component of the ROU assets. There was no adjustment to the opening balance of retained earnings upon adoption of ASC 842 given the nature of the impacts and the other transition practical expedients elected by the Company. Adoption of ASC 842 impacted the Company’s results on January 1, 2019, as follows (in thousands): Adjustments due December 31, 2018 to ASC 842 January 1, 2019 Operating lease right-of-use assets (1) (2) (4) $ — $ 214,000 $ 214,000 Current portion of operating lease liabilities (3) — 20,883 20,883 Accounts payable and accrued expenses (1) 525,863 (367) 525,496 Operating lease liabilities (3) — 199,857 199,857 Other non-current liabilities (4) 6,581 (6,373) 208 Total $ 532,444 $ 214,000 $ 746,444 (1) Represents the reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets. (2) Represents capitalization of operating lease assets. (3) Represents recognition of operating lease liabilities. (4) Represents reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets. The standard did not materially impact the Company’s consolidated net earnings and had no material impact on the condensed consolidated statement of cash flows. For further information regarding leases, see “Note 10 - Leases.” Leases In general, leases are evaluated and classified as either operating or finance leases. The Company has finance leases, however, finance leases are not material to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss or condensed consolidated statement of cash flows. The Company’s operating leases are included in operating lease right-of-use (“ ROU ”) assets, accounts payable and accrued expenses, and non-current lease liabilities on the condensed consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the date of adoption in calculating the present value of its existing lease payments. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases. The operating lease asset also includes any lease payments made and unamortized lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line method over the term of the lease. Recently Issued Financial Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ 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 January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under this guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This standard is effective beginning in the first quarter of 2020, with early adoption permitted. The Company is currently assessing the impact of the new guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This new guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This new guidance is effective for the Company beginning on January 1, 2020, with early adoption permitted. Certain disclosures in the new guidance will need to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact of the new guidance.

GBG Acquisition

GBG Acquisition	3 Months Ended
	Mar. 31, 2019
GBG Acquisition
GBG Acquisition	3. GBG Acquisition On October 29, 2018, the Company completed the GBG Acquisition. To finance the acquisition, the Company entered into the Credit Agreements (as defined below). The First Lien Credit Agreement (as defined below) provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150.0 million and a senior secured term loan credit facility in an aggregate principal amount of $645.0 million. The Second Lien Credit Agreement (as defined below) provides for a second lien term loan facility in an aggregate principal amount of $668.0 million. See “Note 8 – Debt” for a discussion of the terms of the Credit Agreements. The GBG Acquisition qualified as a business combination and was accounted for under the acquisition method of accounting. Business acquisitions are accounted for under the acquisition method by assigning the purchase price to tangible and intangible assets acquired and liabilities assumed. Assets acquired and liabilities assumed are recorded at their fair values and the excess of the purchase price over the amounts assigned is recorded as goodwill. Purchased intangible assets with finite lives are amortized over their estimated useful lives. Goodwill and intangible assets with indefinite lives are not amortized but are tested at least annually for impairment or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. The purchase price allocation is subject to adjustment until the Company has completed its analysis within the measurement period. The purchase price allocation is preliminary and the finalization of the Company's purchase price allocation may result in changes in the valuation of assets acquired and liabilities assumed. The Company will finalize the purchase price allocation as soon as practicable, but not to exceed one year following October 29, 2018. The following table summarizes the allocation of the preliminary purchase price as of October 29, 2018 (in thousands): Purchase Price Allocation Assets acquired and liabilities assumed: Accounts receivable $ 65,106 Inventories 371,605 Prepaid expenses and other current assets 56,380 Property and equipment 86,971 Other assets 41 Accounts payable and accrued expenses (589,849) Intangible assets and liabilities acquired: Goodwill 367,725 Leasehold interests (2,310) Customer relationships 824,000 Preliminary Purchase Price $ 1,179,669 The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed in the GBG Acquisition based on their estimated fair values as of the acquisition date. The fair values of assets acquired and liabilities assumed represent management’s estimate of fair value based on information obtained from various sources, including management’s historical experience. As a result of the fair value assessment, inventory acquired was stepped up to fair value by the amount of $32.4 million. During the three months ended March 31, 2019, we recognized $8.8 million within cost of goods sold related to the stepped up fair value of inventory acquired. The estimated fair value of the acquired tangible and intangible assets and liabilities assumed were determined using multiple valuation approaches depending on the type of tangible or intangible asset acquired, including but not limited to the income approach, the excess earnings method, the with versus without method, net realizable value method and the relief from royalty method approach. The amount of goodwill represents the excess of the GBG Acquisition purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill primarily represents, among other factors, the value of synergies expected to be realized by integration with the Company and expected positive cash flow and return on capital projections from the integration. Goodwill arising from the acquisition of the GBG Business was determined as the excess of the purchase price over the net acquisition date fair values of the acquired assets and the liabilities assumed, and is not deductible for income tax purposes subject to certain tax elections that are currently being considered. The Company has determined the useful life of the acquired customer relationships are finite and will be amortized over their useful lives. However, the assets will be tested for impairment if events or changes in circumstances indicate that the assets might be impaired. GBG USA, through various affiliates and third parties, currently provides a number of critical services to us, such as information technology services, financial systems, shared real estate and logistics support through a transition services agreement. Unaudited pro forma financial information The following table presents our unaudited pro forma results for the three months ended March 31, 2018, as if the GBG Acquisition had occurred on January 1, 2018. The unaudited pro forma financial information presented includes the effects of adjustments related to the amortization of acquired tangible and intangible assets, and excludes other non-recurring transaction costs directly associated with the acquisition such as legal and other professional service fees. Statutory rates were used to calculate income taxes. Three months ended March 31, 2018 (in thousands) Net sales $ 599,121 Cost of goods sold 449,026 Gross margin 150,095 Gross margin % of net sales 25.1 % Operating expenses Selling, general and administrative 135,288 Depreciation and amortization 23,434 Total operating expenses 158,722 Operating loss (8,627) Interest expense 38,113 Gain on contingent consideration (17,676) Loss before income taxes (29,064) Income tax provision 1,316 Net loss $ (30,380) The unaudited pro forma financial information as presented above is for information purposes only and is not necessarily indicative of the actual results that would have been achieved had the GBG Acquisition occurred at the beginning of the earliest period presented or the results that may be achieved in future periods.

Accounts Receivables

Accounts Receivables	3 Months Ended
	Mar. 31, 2019
Accounts Receivables
Factored Accounts and Receivables	4. Accounts Receivables PNC Receivables Facility In October 2018, in connection with the GBG Acquisition, the Company entered into a three-year trade receivables securitization facility (the “ PNC Receivables Facility ” ) pursuant to (i) a Purchase and Sale Agreement, 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 ” (the “ PSA ”) and (ii) a Receivables Purchase Agreement 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 (the “ RPA ”). Other subsidiaries of the Company may later enter into the PNC 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 $450.0 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. Accounts receivables consisted of the following (in thousands): March 31, 2019 December 31, 2018 Insured receivables sold $ 347,316 $ 380,595 Uninsured receivables sold 31,982 43,630 Total receivables sold 379,298 424,225 Purchase price of sold receivables (341,100) (364,900) Allowances and bad debt (24,682) (25,500) Sold receivables, net 13,516 33,825 Accounts receivable, net $ 26,373 $ 27,910 On April 25, 2019, the Company amended the PNC Receivables Facility to, among other things, increase the aggregate commitments under the it; see “Note 16 – Subsequent Events” below for additional information.

Inventories

Inventories	3 Months Ended
	Mar. 31, 2019
Inventories
Inventories	5. Inventories Inventories are valued at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 262,929 $ 315,484 Raw materials and work in progress 31,314 27,468 Total inventories $ 294,243 $ 342,952

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2019
Intangible Assets and Goodwill
Intangible Assets and Goodwill	6. Intangible Assets and Goodwill Company’s intangible assets as of March 31, 2019 are comprised of trade names, customer relationships and non-compete agreements. 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 life of the trade names are indefinite. Amortization expense related to the intangible assets amounted to approximately $19.5 million and $0.8 million for the three months ended March 31, 2019 and 2018, respectively. There were no impairment charges recorded related to intangible assets or goodwill during the three months ended March 31, 2019 and 2018.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies
Commitments and Contingencies	7. Commitments and Contingencies Litigation In the ordinary course of business, the Company is subject to periodic claims, investigations and lawsuits. Although the Company cannot predict with certainty the ultimate resolution of claims, investigations and lawsuits, asserted against the Company, it does not believe that any currently pending legal proceeding or proceedings to which it is a party could have a material adverse effect on its business, financial condition or results of operations.

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt
Debt	8 . Debt The five-year payment schedule of the Company’s debt as of March 31, 2019 is as follows (in thousands): Payment Due by Period Original Remainder of Issue (Discount) Carrying 2019 2020 2021 2022 2023 Thereafter Total Premium and Costs, Net Value Revolving facility $ 40,000 $ — $ — $ — $ — $ — $ 40,000 $ — $ 40,000 1L Term Loan 9,674 32,250 32,250 32,250 536,963 — 643,387 (17,168) 626,219 2L Term Loan — — — — — 677,888 677,888 (89,274) 588,614 Convertible notes — — 18,128 — — 25,000 43,128 (5,818) 37,310 Total $ 49,674 $ 32,250 $ 50,378 $ 32,250 $ 536,963 $ 702,888 $ 1,404,403 $ (112,260) $ 1,292,143 New Term Loans On October 29, 2018 (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, 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 $150.0 million, which matures on April 29, 2023 (the “ New Revolving Facility ”) and a senior secured term loan credit facility in an aggregate principal amount of $645.0 million, which matures on October 29, 2023 (the “ First Lien Term Loan Facility ”, and together with the New Revolving Facility, are collectively referred to herein as “ First Lien Facilities ”). The Second Lien Credit Agreement provides for a second lien term loan facility in an aggregate principal amount of $668.0 million, which matures on October 29, 2024 (the “ Second Lien Term Loan Facility ”, and together with the First Lien Term Loan Facility are collectively referred to herein as the “ Term Loan Facilities ”). The obligations under the Credit Agreements are guaranteed by certain domestic subsidiaries of the Company and are secured by substantially all assets of the Company and its domestic subsidiaries. Cumulative paid-in-kind interest (“ PIK ”) under the Credit Agreements totaled $9.9 million as of March 31, 2019. 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 Term Loan Facilities 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. As of March 31, 2019, the Company was in compliance with these covenants. The Company incurred debt issuance costs totaling $51.5 million related to the Term Loan Facilities. In accordance with ASU No. 2015-15, the debt issuance costs have been deferred and are presented as a contra-liability, offsetting the outstanding balance of the Term Loan Facilities, and are amortized using the effective interest method over the remaining life of the Term Loan Facilities. The Company used the proceeds from the Credit Agreements to consummate the GBG Acquisition and repay existing debt. On April 17, 2019, the Company amended its Credit Facilities to, among other things, increase the amount of indebtedness permitted under the First Lien Credit Agreement, increase the size of the New Revolving Facility and amend the Company's consolidated fixed charge ratio covenant; see “Note 16-Subsequent Events” for additional information. New Revolving Facility In addition to the First Lien Term Loan, the First Lien Credit Agreement provides for a senior secured asset based revolving credit facility with commitments in an aggregate principal amount of $150.0 million, which matures on April 29, 2023 (the “ New Revolving Facility ”). The amount available to be drawn under the New Revolving Facility is based on the borrowing base values attributed to eligible inventory. There are no scheduled periodic payments under the New Revolving Facility. The obligations under the Credit Agreements, including the New Revolving Facility, 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. The availability under the New Revolving Facility as of March 31, 2019 was $110.0 million. Borrowings under the New Revolving Facility as of March 31, 2019 were $40.0 million. The annual interest rates for the New Revolving Facility is the lender’s alternate base rate (“ ABR ”) (with a 1.00% floor) plus 4.50% for base rate loans and adjusted LIBOR (with a 0.00% floor) plus 5.50% for LIBOR rate loans. The New Revolving Facility includes mandatory prepayments customary for credit facilities of this nature. Subject to certain exceptions, permanent reductions of the commitments under the New Revolving Facility 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 (iii) 1.00% during the third year after the GBG Closing Date, plus, if applicable, customary “breakage” costs with respect to LIBOR rate loans. The New Revolving Facility, contains 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, inclusive of the provisions of the New Revolving Facility, 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. As of March 31, 2019, the Company was in compliance with these covenants. The Company incurred debt issuance costs totaling $6.8 million related to the New Revolving Facility. The debt issuance costs have been deferred and are presented in Other Assets and are amortized using the effective interest method over the life of the New Revolving Facility. On April 17, 2019, the Company amended its New Revolving Facility to, among other things, increase the aggregate commitments thereunder; see “Note 16—Subsequent Events” for additional information. The PNC Receivables Facility On October 29, 2018, the Company entered into the PNC Receivables Facility. Other subsidiaries of the Company may later enter into the PNC 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 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 $450.0 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. In connection with the PNC Receivables Facility, the Company incurred $2.4 million in deferred financing fees, including $1.6 million related to securitization closing fees, $0.5 million in legal fees, and $0.3 million in other fees. These deferred financing fees are included in other assets in the condensed consolidated balance sheet as of March 31, 2019. On April 25, 2019, the Company amended its PNC Receivables Facility to, among other things, increase the aggregate commitments under the PNC Receivables Facility; see “Note 16—Subsequent Events” for additional information. Convertible Notes 2024 Convertible Notes On October 29, 2018, the Company issued convertible promissory notes (the “2024 Convertible Notes” ) in an aggregate principal amount of $25.0 million to funds managed by GSO Capital Partners LP (“ GSO ”) and funds managed by Blackstone Tactical Opportunities Advisors L.L.C. (collectively, the “GSO/BTO Affiliates” ). The 2024 Convertible Notes are convertible at the holder’s option beginning on or after October 29, 2019 until the earlier of (i) repayment in full of all principal and interest outstanding under the Second Lien Credit Agreement and (ii) October 29, 2024 (such earlier date, the “2024 Convertible Note Maturity Date” ), into shares of the Company’s common stock at a conversion price of $8.00 per share, subject to customary adjustments as described in agreement. The 2024 Convertible Notes shall not initially bear interest. From and after April 29, 2019, the 2024 Convertible Notes shall bear interest at the rate of 12.0% per annum multiplied by the principal amount as of the previous interest payment date. From and after October 29, 2019, the 2024 Convertible Notes shall bear interest at the rate of 16.0% per annum multiplied by the principal amount as of the previous interest payment date. 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 2024 Convertible Notes on each 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 this Note (such additional amount, the “PIK Principal” ), without any action by the Company or a holder of a 2024 Convertible Note. The Company may, at any time and at its sole option, elect to prepay the entirety of aggregate then-outstanding PIK Principal, plus any accrued and unpaid interest on such PIK Principal, at any time (an “Optional PIK Prepayment” ). Optional PIK Prepayments may be paid in cash. 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 2024 Convertible Note, prepay such 2024 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 (i) the principal amount, together with accrued interest through and including the date of prepayment, or (ii) the value equal to (a) the number of shares of common stock that would be received upon conversion of the 2024 Convertible Note on the repayment date multiplied by the market value of the common stock as of such date, plus (b) any accrued but unpaid interest that has not been added to the principal amount of the 2024 Convertible Note on the date of such prepayment (such greater amount, the “Prepayment Amount” ). Also, the 2024 Convertible Notes shall be prepayable in whole but not in part at the Prepayment Amount: (i) from October 29, 2019 through October 29, 2021 only upon a change in control or a liquidation of the Company, or (ii) from October 29, 2021 until the 2024 Convertible Note Maturity Date, in each case on at least ten (10) day’s 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 pursuant to which those subsidiaries agreed to guarantee the obligations due under the 2024 Convertible Notes. The following table is a summary of the recorded value of the 2024 Convertible Notes as of March 31, 2019 and December 31, 2018 (in thousands): March 31, 2019 December 31, 2018 Convertible note - face value $ 25,000 $ 25,000 Less: Original issue discount (4,522) (4,522) Short-term convertible note recorded value on issue date 20,478 20,478 PIK interest issued — — Accumulated accretion of original issue debt discount 1,321 534 Convertible note value $ 21,799 $ 21,012 Modified Convertible Notes On January 18, 2016, in partial satisfaction of certain outstanding convertible notes, the Company issued 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 our 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 ” ) only), which is payable 50% in cash and 50% in additional paid-in-kind notes. However, the Company may elect to pay 100% of such interest in cash at its sole discretion. The Modified Convertible Notes are convertible at the option of the holders into either shares of the Company’s common stock, cash, or a combination thereof, 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 March 31, 2019 and December 31, 2018 (in thousands). The value of the Modified 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. March 31, 2019 December 31, 2018 Modified convertible notes - face value $ 16,473 $ 16,473 Less: original issue discount (4,673) (4,673) Modified convertible notes recorded value on issue date 11,800 11,800 PIK interest issued 1,655 1,505 Accumulated accretion of original issue debt discount 2,056 1,918 Modified convertible notes value $ 15,511 $ 15,223 Short-Term Convertible Note In connection with the acquisition of SWIMS® on July 18, 2016, the Company entered into certain financing arrangements with Tengram Partners Fund II, L.P. (“ Tengram II ”), a related party, 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 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 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. The Series A-1 Preferred Stock was convertible into shares of the Company’s common stock, par value $0.10 per share, 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, the 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. Total Interest Expense The following table is a summary of total interest expense recognized (in thousands): Three months ended March 31, 2019 2018 Contractual coupon interest $ 36,047 $ 1,926 Non-cash interest expense (including amortization of discounts and deferred financing costs) 9,966 289 Total interest expense $ 46,013 $ 2,215

Fair Value Measurement of Finan

Fair Value Measurement of Financial Instruments	3 Months Ended
	Mar. 31, 2019
Fair Value Measurement of Financial Instruments
Fair Value Measurement of Financial Instruments	9. Fair Value Measurement of Financial Instruments The Company’s assets measured at fair value on a nonrecurring basis include long-lived assets. The Company reviews the carrying amounts of such assets when events indicate that their carrying amounts may not be recoverable. Any resulting asset impairment would require that the asset be recorded at its fair value. The resulting fair value measurements of the assets are considered to be Level 3 inputs. There were no impairments of long-lived assets during the three months ended March 31, 2019 and 2018. The carrying value of the 2024 Convertible Notes and the Modified Convertible Notes at March 31, 2019 was $37.3 million which approximates their fair value at March 31, 2019. The Company estimates the fair value of the 2024 Convertible Notes and the Modified Convertible Notes using commonly accepted valuation methodologies and unobservable inputs based on the low volume of similar market activity (Level 3). The Company carries the 2024 Convertible Notes and the Modified Convertible Notes at face value less unamortized debt discount and issuance costs on its condensed consolidated balance sheets. For further information on the 2024 Convertible Notes and the Modified Convertible Notes, see “Note 8—Debt.”

Leases

Leases	3 Months Ended
	Mar. 31, 2019
Leases
Leases	10. Leases The Company adopted ASC 842 on January 1, 2019. Because the Company adopted ASC 842 using the transition method that allowed the Company to initially apply ASC 842 as of January 1, 2019 and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption, prior year financial statements were not recast under the new standard and, therefore, those prior year amounts are not presented below. The Company has commitments under operating leases for retail stores, corporate offices, administrative offices and showrooms expiring on various dates through January 2029. The Company leases certain equipment under finance lease agreements expiring on various dates through January 2022. As of March 31, 2019, the Company’s finance leases were not material to the condensed consolidated balance sheets, condensed consolidated statements of operations or statement of cash flows. Lease agreements for office and showroom facilities expire on various dates through December 2028, and are generally non-cancelable. Initial lease terms for retail store leases generally range from three to ten years with an option to extend or renew the leases for 1 to 10 years. In most instances, at the commencement of the lease, the Company has determined that it is not reasonably certain to exercise either of these options; accordingly, these options are generally not considered in determining the initial lease term. Some of these leases require the Company to make periodic payments for property taxes, utilities and common area operating expenses. Most of the retail store leases are “net” leases, which require us to pay all of the cost of insurance, taxes, maintenance and utilities. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain retail store leases provide for rents based upon the minimum annual rental amount and a percentage of annual sales volume when specific sales volumes are exceeded. Some leases include lease incentives, rent abatements and fixed rent escalations, which are amortized and recorded over the initial lease term on a straight-line basis from the possession date. The components of lease cost for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended March 31, 2019 Lease cost Operating lease cost $ 10,694 Short-term lease cost 2,132 Variable lease cost (1) 3,435 Total lease cost $ 16,261 (1) Variable components of the lease payments such as utilities, taxes and insurance, parking and maintenance costs. Minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Amounts reported in the condensed consolidated balance sheet for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended, March 31, 2019 Operating Leases: Operating lease right-of-use assets $ 209,715 Operating lease liabilities 193,782 Current portion of operating lease liabilities 23,155 Total operating lease liabilities $ 216,937 Weighted-average remaining lease term Operating leases 7.9 Years Weighted-average discount rate Operating leases 8.20 % Cash flow information related to operating leases for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended, March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,956 Future minimum lease payments under non-cancellable leases as of the quarter ended March 31, 2019 are as follows (in thousands): 2019 (excluding the three months ended March 31, 2019) $ 29,833 2020 39,621 2021 37,576 2022 35,445 2023 31,112 Thereafter 125,861 Total undiscounted lease payments 299,448 Less: imputed interest (82,511) Total lease liabilities $ 216,937 Reported as: Current portion of operating lease liabilities $ 23,155 Operating lease liabilities 193,782 Total lease liabilities $ 216,937 The Company does not have any additional operating leases that commenced subsequent to March 31, 2019.

Equity

Equity	3 Months Ended
	Mar. 31, 2019
Equity
Equity	11. Equity 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 October 2011, the Board of Directors adopted, and 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 tax code since its original adoption. 2016 Stock Incentive Plan On October 5, 2016, the Board of Directors adopted the 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 have been reserved for issuance in connection with grants of nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units (“ RSUs ”), performance-based compensation awards, other stock-based awards, dividend equivalents and cash-based awards. Effective October 29, 2018, the 2016 Stock Incentive Plan was amended to increase the reservation of the total shares available for issuance to 12,725,963 shares of common stock. The maximum number of shares with respect to which awards may be granted to any participant in any calendar year under the 2016 Stock Incentive Plan may not exceed 500,000 shares. In 2018, the Company granted RSUs, performance stock units (“ PSUs ”) and stock options to its officers, non-employee directors and employees pursuant to the 2016 Stock Incentive Plan or as “inducement grants,” as permitted under NASDAQ rules. The RSUs, PSUs and stock options represent the right to receive one share of common stock for each unit on the vesting date provided that the individual meets the applicable vesting criteria. The exercise price of stock options granted under the 2016 Stock Incentive Plan are determined by the Compensation and Stock Option Committee (the “ Compensation Committee ”) of the Board of Directors or by any other committee designated by the Board of Directors, but may not be less than the fair market value of the Company's shares of common stock on the date the option is granted. In general, unvested stock options are forfeited when a participant terminates employment or service with the Company or its affiliates. Shares underlying awards that are forfeited, cancelled, terminated or expire unexercised, or settled in cash in lieu of issuance of shares, shall be available for issuance pursuant to future awards to the extent that such shares are forfeited, repurchased or not issued under any such award. Any shares tendered to pay the exercise price of an option or other purchase price of an award, or withholding tax obligations with respect to an award, shall be available for issuance pursuant to future awards. In addition, if any shares subject to an award are not delivered to a participant because (i) such shares are withheld to pay the exercise price or other purchase price of such award, or withholding tax obligations with respect to such award (or other award), or (ii) a payment upon exercise of an SAR is made in shares, the number of shares subject to the exercised or purchased portion of any such award that are not delivered to the participant shall be available for issuance pursuant to future awards. As of March 31, 2019, shares reserved for future issuance under the incentive plans include: (i) 444 shares of common stock issuable upon exercise of stock options granted under the Amended and Restated Plan; (ii) 2,364,393 shares of common stock issuable upon vesting of RSUs, PSUs and exercise of stock options granted under the 2016 Stock Incentive Plan, (ii) 5,200,000 shares of common stock issuable upon vesting of RSUs and PSUs granted pursuant to “inducement grants” to certain of our officers, and 8,435,562 shares of common stock available for future grant under the 2016 Stock Incentive Plan. As of March 31, 2019, the Company no longer granted shares under the Amended and Restated Plan. Stock Options The following table summarizes stock option activity by incentive plan for the three months ended March 31, 2019 (in actual amounts): Amended and 2016 Stock Total Number Restated Plan Incentive Plan of Shares Outstanding at January 1, 2019 444 320,277 320,721 Granted — — — Exercised — — — Forfeited / Expired — — — Outstanding at March 31, 2019 444 320,277 320,721 The following table summarizes stock option activity for all incentive plans for the three months ended March 31, 2019 (in actual amounts): Weighted Weighted Average Aggregate Average Remaining Contractual Intrinsic Options Exercise Price Life (Years) Value Outstanding at January 1, 2019 320,721 $ 4.19 8.45 $ 103,733 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at March 31, 2019 320,721 $ 4.19 8.20 $ 103,733 Exercisable at March 31, 2019 70,721 $ 4.07 3.30 $ 103,733 There were no options exercised during the three months ended March 31, 2019. The following table summarizes exercise prices for options exercisable as of March 31, 2019 (in actual amounts): Options Exercisable Weighted-Average Remaining Contractual Exercise Price Number of Shares Life (Years) $ 4.02 70,277 5.2 $ 11.40 444 5.8 70,721 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. Stock-based compensation expense related to stock options was immaterial during the three months ended March 31, 2019. As of March 31, 2019, there was $0.6 million of unrecognized compensation cost related to unvested stock options. 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 three months ended March 31, 2019 (in actual amounts): Restricted Stock Units Number Of Weighted Average Grant Units Date Fair Value Outstanding at January 1, 2019 5,820,560 $ 4.06 Granted — — Vested 205,557 3.28 Forfeited — — Outstanding at March 31, 2019 5,615,003 $ 4.09 A total of $2.5 million and $0.6 million of stock-based compensation expense was recognized related to RSUs during the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, there was $20.5 million of total unrecognized compensation cost related to unvested RSUs. The unrecognized compensation cost is expected to be recognized over a weighted‑average of 2.6 years. Performance Share Units In the first quarter of 2019, the Company did not grant any PSUs. 55,556 performance share units were forfeited during the period ended March 31, 2019 and 1,350,000 unvested performance shares are outstanding as of March 31, 2019. Stock compensation expense in the amount of $0.8 million was recognized as of March 31, 2019. Management Incentive Plan On October 29, 2018, the Company entered into a letter agreement with GSO (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 the Board in accordance with the Stockholder Agreement. The parties are in process of finalizing an amendment to the MIP Letter, pursuant to which the Company expects the shares to be allocated under its 2016 Stock Incentive Plan instead of a newly created plan and such grants would be subject to the same terms as the 2016 Stock Incentive Plan. Upon the forfeit of any awards granted at the direction of the Special Committee under the 2016 Stock Incentive Plan, the Company expects to issue the equivalent amount of shares of common stock to GSO for no additional consideration.

Disaggregation of Revenue

Disaggregation of Revenue	3 Months Ended
	Mar. 31, 2019
Disaggregation of Revenue
Disaggregation of Revenue	12. Disaggregation of Revenue In accordance with ASC 606, the Company elected to disclose its net sales by segment. Each segment presents its own characteristics with respect to the timing of revenue recognition and type of customer. Prior to the GBG Acquisition, the Company organized its business into the following three reportable segments: (1) Wholesale, (2) Consumer Direct and (3) Corporate and other. Following the GBG Acquisition, the Company implemented significant organizational changes that have impacted the manner in which it manages the Company, and realigned its business into the following three reportable segments: (1) Kids, (2) Accessories, and (3) Men’s and Women’s Apparel, to better reflect its internal organization, management and oversight structure. The following tables disaggregate our operating segment net sales by product category and sales channel, which the Company believes provides a meaningful depiction of how the nature, timing and uncertainty of net sales are affected by economic factors: Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 232,745 $ — $ 232,745 $ — $ — $ — Accessories 97,011 — 97,011 — — — Men’s & Women’s Apparel 142,335 56,806 199,141 29,454 9,364 38,818 $ 472,091 $ 56,806 $ 528,897 $ 29,454 $ 9,364 $ 38,818 International sales were $19.8 million for the three months ended March 31, 2019 and immaterial for the three months ended March 31, 2018.

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2019
Loss Per Share
Loss per Share	13. Loss per Share Loss per share is computed using weighted average common shares and dilutive common equivalent shares outstanding. Potentially dilutive securities consist of outstanding stock options, unvested RSUs, unvested PSUs, warrants, convertible Series A Preferred Stock and shares issuable upon the assumed conversion of the 2024 Convertible Notes and the Modified Convertible Notes, as applicable. 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 March 31, 2019 2018 Basic loss per share computation Numerator: Net loss $ (81,863) $ (4,085) Less: preferred dividends — (1,762) Net loss attributable to common stockholders $ (81,863) $ (5,847) Denominator: Weighted average common shares outstanding 58,548 13,550 Loss per common share - basic Net loss $ (1.40) $ (0.43) Net loss per common share - basic $ (1.40) $ (0.43) Diluted loss per share computation Numerator: Net loss $ (81,863) $ (4,085) Less: preferred dividends — (1,762) Net loss attributable to common stockholders $ (81,863) $ (5,847) Denominator: Weighted average common shares outstanding 58,548 13,550 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, convertible notes — — Dilutive common shares 58,548 13,550 Loss per common share - diluted Net loss $ (1.40) $ (0.43) Net loss per common share - diluted $ (1.40) $ (0.43) The following potentially dilutive shares of common stock were excluded from diluted EPS as the Company had a net loss for the periods ended: Three months ended March 31, 2019 2018 Outstanding stock options 321 71 Unvested RSUs 5,615 849 Unvested PSUs 1,350 403 Outstanding warrants 650 650 Convertible Series A Preferred Stock — 4,480 Convertible Series A-1 Preferred Stock — 4,588 Modified Convertible Notes 1,299 1,258 2024 Convertible Notes 3,125 — Loss per Share under Two−Class Method The Series A 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, was considered a participating security. The Series A Preferred Stock was included in the computation of basic and diluted loss per share for the three months ended March 31, 2019 pursuant to the two-class method. Holders of the Series A 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 shareholders and common stockholders for purposes of computing net loss per share for the three months ended March 31, 2018 (in thousands, except per share data): Three months ended March 31, 2018 Net loss $ (4,085) Less: preferred dividends (1,762) Net loss attributable to common stockholders $ (5,847) Denominator: Weighted average common shares outstanding 13,550 Loss per common share - basic and diluted under two-class method $ (0.43) There were no preferred dividends for the three months ended March 31, 2019.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Taxes
Income Taxes	14. Income Taxes The provision for income taxes for the three months ended March 31, 2019 was approximately $1.6 million, or an effective tax rate of 2.0%. The Company has incurred U.S. operating losses and has not incurred any other income taxes. As a result, the Company is not expected to incur material income taxes in the current year, but is recording a deferred expense relating to the valuation allowance in the amount of $1.6 million, or 2.0%. The Company has evaluated the available evidence supporting the realization of its deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and certain foreign jurisdictions. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets. When the Company determines that it will be able to realize some portion or all of its deferred tax assets, an adjustment to its valuation allowance on its deferred tax assets would have the effect of increasing net income in the period such determination is made. The Company has applied ASC 740, Income Taxes, and has determined that it has uncertain positions that resulted in a tax reserve of $0.1 million. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company is subject to U.S. federal tax authority and U.S. state tax authority examinations for all years with the net operating loss and credit carryforwards.

Segment Information

Segment Information	3 Months Ended
	Mar. 31, 2019
Segment Information
Segment Information	15. Segment Information Segment Reporting Prior to the GBG Acquisition, the Company organized its business into the following three reportable segments: Wholesale, Consumer Direct and Corporate and other. Upon completing the GBG Acquisition, it resegmented its reportable segments to reflect the organizational structure of the Company, including the operations of the GBG Business. Accordingly, it realigned its business into the following three reportable segments: Kids, Accessories, and Men’s and Women’s Apparel. This new segment structure is consistent with how the Company establishes our overall business strategy, allocate resources, and assess performance. All prior period segment information has been recast to reflect the realignment of our segment reporting structure on a comparable basis. Three months ended March 31, 2019 2018 (in thousands) Net sales: Kids $ 232,745 $ — Accessories 97,011 — Men’s & Women’s Apparel 199,141 38,818 $ 528,897 $ 38,818 Gross profit: Kids $ 37,174 $ — Accessories 15,648 — Men’s & Women’s Apparel 66,124 16,255 $ 118,946 $ 16,255 Selling, general and administrative: Kids $ 28,478 $ — Accessories 12,458 — Men’s & Women’s Apparel 72,229 15,348 $ 113,165 $ 15,348 Depreciation and Amortization: Kids $ 9,825 $ — Accessories 9,259 — Men’s & Women’s Apparel 3,872 1,463 $ 22,956 $ 1,463 Other operating expense: Kids $ 6,117 $ — Accessories 6,058 — Men’s & Women’s Apparel 4,923 — $ 17,098 $ — Operating income (loss): Kids $ (7,246) $ — Accessories (12,127) — Men’s & Women’s Apparel (14,900) (556) $ (34,273) $ (556)

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events
Subsequent Events	16. Subsequent Events New Credit Agreements Amendments On April 17, 2019, the Company entered into the first amendment and waiver (the “ 1L Amendment ”) to the First Lien Credit Agreement to, among other things: (i) increase the aggregate commitments under the New Revolving Facility under the First Lien Credit Agreement from $150.0 million aggregate principal amount to $200.0 million; (ii) increase the amount of the permitted securitization facility under the RPA from $550.0 million to $600.0 million; (iii) increase the borrowing base of the First Lien Credit Agreement as set forth in the 1L Amendment; and (iv) amend the Company’s consolidated fixed charge ratio covenant. On April 17, 2019, the Company entered into the first amendment and waiver (the “ 2L Amendment ”) to the Second Lien Credit Agreement to, among other things, increase the amount of amount of indebtedness under the First Lien Credit Agreement from $795.0 million to $845.0 million. In connection with the 1L Amendment, the Company paid the lenders under the New Revolving Facility a fee of $1.5 million. Also, on or around April 15, 2019, the Company received consents under the First Lien Credit Agreement, the Second Lien Credit Agreement and under the RPA to, among other things, extend the deadline for the Company to complete and publicly file its 2018 year-end financial statements until May 15, 2019. The Company completed and filed its 2018 year-end financial statements on May 15, 2019. RPA/PSA Amendments On April 25, 2019, the Company entered an amendment to its PNC Receivables Facility pursuant to (i) an amendment to (the “ PSA Amendment ”) the PSA and (ii) an amendment to (the “ RPA Amendment ”) the RPA. Under the terms of the PSA Amendment, the Originators sell or contribute certain of their Receivables to Spring on a revolving basis. Under the terms of the RPA Amendment, Spring sells to the Purchasers an undivided ownership interest in the Receivables for up to $600.0 million in cash proceeds, an increase of $150.0 million. NASDAQ Notice On April 18, 2019, the Company received a notice (the “ Notice ”) from NASDAQ stating that because the Company had not yet filed its 2018 10-K, the Company is no longer in compliance with NASDAQ Listing Rule 5250(c)(1). NASDAQ Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice states that the Company has 60 calendar days, or until June 17, 2019, to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. If NASDAQ accepts the Company’s plan, then NASDAQ may grant the Company up to 180 days from the prescribed due date for filing the 2018 10-K (as extended pursuant to Rule 12b-25 under the Securities Exchange Act of 1934, as amended), or until October 14, 2019, to regain compliance. If NASDAQ does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The Company filed its Form 10-K with the Securities and Exchange Commission prior to the due date of such plan to regain compliance with the NASDAQ Listing Rules. Bylaws Amendment Effective May 15, 2019, the Company amended and restated its Bylaws to, among other things, update its name and to add Section 3.6, requiring the Company to consult with its board of directors prior to voluntarily commencing bankruptcy proceedings.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Summary of Significant Accounting Policies
Revenue Recognition	Revenue Recognition The Company adopted Accounting Standards Codification (“ 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. 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 generally 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 $0.6 million 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. Revenue for ecommerce sales of products ordered through the Company’s retail internet sites 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 immaterial adjustment to increase the opening accumulated deficit as of January 1, 2018, to reflect the impact on ecommerce shipments from adopting ASC 606. Ecommerce revenue was 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 collected from the customer. 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 increase the opening accumulated deficit as of January 1, 2018, by $1.3 million, to reflect the impact on licensing revenue from adopting ASC 606. 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. This accounting treatment is consistent with the Company’s treatment of shipping and handling revenue prior to January 1, 2018. The adoption of ASC 606 had no net impact on the Company's condensed consolidated statement of cash flows for the year ended December 31, 2018.
Concentration of Risk	Concentration of Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and factored accounts receivable. The Company maintains cash and cash equivalents with various financial institutions. The policy is designed to limit exposure to any one institution. Periodic evaluations are performed of the relative credit rating of those financial institutions that are considered in the Company’s investment strategy. The vast majority of trade receivables from sales to customers are subsequently sold to a financial institution pursuant to a trade receivables securitization facility. The sale of trade receivables are made on a recourse basis however are guaranteed through credit insurance purchased from an unrelated financial institution. When insured, the Company is not at risk if a customer fails to pay. For trade receivables not sold to a financial institution, the Company generally does not require collateral. As of March 31, 2019, the net deferred purchase price of trade receivables sold pursuant to the RPA (as defined below) totaled $13.5 million. The RPA was not in place as of March 31, 2018. See “Note 4 –Accounts Receivables.” The Company provides an allowance for estimated losses to be incurred in the collection of accounts receivable based upon the aging of outstanding balances and other account monitoring analysis. The net carrying value approximates the fair value for these assets. Such losses have historically been within management’s expectations. Uncollectible accounts are written off once collection efforts are deemed by management to have been exhausted. For the three months ended March 31, 2019 and 2018, sales to customers or customer groups representing 10 percent or greater of net sales for such period are as follows: Three Months Ended March 31, 2019 2018 Customer A 15 % — % Customer B 13 % — %
Financial Accounting Standards Recently Adopted and Recently Issued Financial Accounting Standards	Financial Accounting Standards Recently Adopted In February 2016, the Financial Accounting Standards Board (“ FASB ”) issued ASC Topic 842, Leases (“ ASC 842 ”), a new standard related to leases to increase transparency and comparability among organizations by requiring the recognition of ROU assets and lease liabilities on the balance sheet. Most prominent among the changes in the standard is the recognition of ROU assets and lease liabilities by lessees for those leases classified as operating. Under the standard, disclosures are required to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. The Company adopted ASC 842 as of January 1, 2019, using the modified retrospective approach. The Company elected the ‘comparatives under ASC 840 option’ as a transitional practical expedient, which allows the Company to initially apply the new lease requirements at the effective date and recognize a cumulative effect adjustment to the opening balance of retained earnings in the period of adoption. It also allows the Company to report comparative periods in the financial statements under previous GAAP under ASC 840, Leases (“ ASC 840 ”). The Company also elected the ‘package of practical expedients’ permitted under the transition guidance, which allowed the Company to (i) carry forward the historical lease classification, (ii) forgo reassessment of whether any expired or existing contracts contain leases, and (iii) forgo reassessment of whether any previously unamortized initial direct costs continue to meet the definition of initial direct costs under ASC 842. However, any initial direct costs after the effective date will be included within the ROU asset under ASC 842. The Company did not elect the ‘hindsight’ practical expedient to reassess the lease term for existing leases. For the accounting policy practical expedients, the Company elected the short-term lease exemption, under which any lease less than 12 months is excluded from recognition on the balance sheet. The Company elected not to recognize ROU assets and lease liabilities for short term leases which have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Additionally, the Company elected the non-separation of lease and non-lease components, and as a result, the Company does not need to account for lease components (e.g., fixed payments including rent) separately from the non-lease components (e.g., common-area maintenance costs) for all leases. The adoption of ASC 842 resulted in the recognition of ROU assets of $214.0 million with corresponding lease liabilities of $220.7 million. As a result of adopting the standard, $6.7 million of pre-existing liabilities for deferred rent, unfavorable leases and various lease incentives were reclassified as a component of the ROU assets. There was no adjustment to the opening balance of retained earnings upon adoption of ASC 842 given the nature of the impacts and the other transition practical expedients elected by the Company. Adoption of ASC 842 impacted the Company’s results on January 1, 2019, as follows (in thousands): Adjustments due December 31, 2018 to ASC 842 January 1, 2019 Operating lease right-of-use assets (1) (2) (4) $ — $ 214,000 $ 214,000 Current portion of operating lease liabilities (3) — 20,883 20,883 Accounts payable and accrued expenses (1) 525,863 (367) 525,496 Operating lease liabilities (3) — 199,857 199,857 Other non-current liabilities (4) 6,581 (6,373) 208 Total $ 532,444 $ 214,000 $ 746,444 (1) Represents the reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets. (2) Represents capitalization of operating lease assets. (3) Represents recognition of operating lease liabilities. (4) Represents reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets. The standard did not materially impact the Company’s consolidated net earnings and had no material impact on the condensed consolidated statement of cash flows. For further information regarding leases, see “Note 10 - Leases.” Leases In general, leases are evaluated and classified as either operating or finance leases. The Company has finance leases, however, finance leases are not material to the Company’s condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss or condensed consolidated statement of cash flows. The Company’s operating leases are included in operating lease right-of-use (“ ROU ”) assets, accounts payable and accrued expenses, and non-current lease liabilities on the condensed consolidated balance sheets. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the date of adoption in calculating the present value of its existing lease payments. The incremental borrowing rate is determined using the U.S. Treasury rate adjusted to account for the Company’s credit rating and the collateralized nature of operating leases. The operating lease asset also includes any lease payments made and unamortized lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line method over the term of the lease. Recently Issued Financial Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ 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 January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairments by eliminating step two from the goodwill impairment test. Under this guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. This standard is effective beginning in the first quarter of 2020, with early adoption permitted. The Company is currently assessing the impact of the new guidance. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. This new guidance removes certain disclosure requirements related to the fair value hierarchy, modifies existing disclosure requirements related to measurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. This new guidance is effective for the Company beginning on January 1, 2020, with early adoption permitted. Certain disclosures in the new guidance will need to be applied on a retrospective basis and others on a prospective basis. The Company is currently assessing the impact of the new guidance.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	3 Months Ended
	Mar. 31, 2019
Summary of Significant Accounting Policies
Schedule of sales to customers or customer groups representing greater than 10 percent of net sales	Three Months Ended March 31, 2019 2018 Customer A 15 % — % Customer B 13 % — %
Summarize the impact of adopting ASC 606 on the Company’s consolidated financial statements	Adoption of ASC 842 impacted the Company’s results on January 1, 2019, as follows (in thousands): Adjustments due December 31, 2018 to ASC 842 January 1, 2019 Operating lease right-of-use assets (1) (2) (4) $ — $ 214,000 $ 214,000 Current portion of operating lease liabilities (3) — 20,883 20,883 Accounts payable and accrued expenses (1) 525,863 (367) 525,496 Operating lease liabilities (3) — 199,857 199,857 Other non-current liabilities (4) 6,581 (6,373) 208 Total $ 532,444 $ 214,000 $ 746,444 (1) Represents the reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets. (2) Represents capitalization of operating lease assets. (3) Represents recognition of operating lease liabilities. (4) Represents reclassification of deferred rent, unfavorable leases and lease incentives to operating lease right-of-use assets.

GBG Acquisition (Tables)

GBG Acquisition (Tables)	3 Months Ended
	Mar. 31, 2019
GBG Acquisition
Schedule of allocation of the preliminary purchase price	The following table summarizes the allocation of the preliminary purchase price as of October 29, 2018 (in thousands): Purchase Price Allocation Assets acquired and liabilities assumed: Accounts receivable $ 65,106 Inventories 371,605 Prepaid expenses and other current assets 56,380 Property and equipment 86,971 Other assets 41 Accounts payable and accrued expenses (589,849) Intangible assets and liabilities acquired: Goodwill 367,725 Leasehold interests (2,310) Customer relationships 824,000 Preliminary Purchase Price $ 1,179,669
Schedule of unaudited pro forma results	Three months ended March 31, 2018 (in thousands) Net sales $ 599,121 Cost of goods sold 449,026 Gross margin 150,095 Gross margin % of net sales 25.1 % Operating expenses Selling, general and administrative 135,288 Depreciation and amortization 23,434 Total operating expenses 158,722 Operating loss (8,627) Interest expense 38,113 Gain on contingent consideration (17,676) Loss before income taxes (29,064) Income tax provision 1,316 Net loss $ (30,380)

Accounts Receivables (Tables)

Accounts Receivables (Tables)	3 Months Ended
	Mar. 31, 2019
Accounts Receivables
Schedule of accounts receivables	Accounts receivables consisted of the following (in thousands): March 31, 2019 December 31, 2018 Insured receivables sold $ 347,316 $ 380,595 Uninsured receivables sold 31,982 43,630 Total receivables sold 379,298 424,225 Purchase price of sold receivables (341,100) (364,900) Allowances and bad debt (24,682) (25,500) Sold receivables, net 13,516 33,825 Accounts receivable, net $ 26,373 $ 27,910

Inventories (Tables)

Inventories (Tables)	3 Months Ended
	Mar. 31, 2019
Inventories
Schedule of inventories	Inventories are valued at the lower of cost or net realizable value with cost determined by the first-in, first-out method. Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Finished goods $ 262,929 $ 315,484 Raw materials and work in progress 31,314 27,468 Total inventories $ 294,243 $ 342,952

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2019
Schedule of five year payment of term debt and line of credit and modified convertible notes	The five-year payment schedule of the Company’s debt as of March 31, 2019 is as follows (in thousands): Payment Due by Period Original Remainder of Issue (Discount) Carrying 2019 2020 2021 2022 2023 Thereafter Total Premium and Costs, Net Value Revolving facility $ 40,000 $ — $ — $ — $ — $ — $ 40,000 $ — $ 40,000 1L Term Loan 9,674 32,250 32,250 32,250 536,963 — 643,387 (17,168) 626,219 2L Term Loan — — — — — 677,888 677,888 (89,274) 588,614 Convertible notes — — 18,128 — — 25,000 43,128 (5,818) 37,310 Total $ 49,674 $ 32,250 $ 50,378 $ 32,250 $ 536,963 $ 702,888 $ 1,404,403 $ (112,260) $ 1,292,143
Schedule of interest expense	The following table is a summary of total interest expense recognized (in thousands): Three months ended March 31, 2019 2018 Contractual coupon interest $ 36,047 $ 1,926 Non-cash interest expense (including amortization of discounts and deferred financing costs) 9,966 289 Total interest expense $ 46,013 $ 2,215
2024 Convertible Notes
Schedule of summary of recorded value of convertible debt	March 31, 2019 December 31, 2018 Convertible note - face value $ 25,000 $ 25,000 Less: Original issue discount (4,522) (4,522) Short-term convertible note recorded value on issue date 20,478 20,478 PIK interest issued — — Accumulated accretion of original issue debt discount 1,321 534 Convertible note value $ 21,799 $ 21,012
Modified Convertible Notes
Schedule of summary of recorded value of convertible debt	March 31, 2019 December 31, 2018 Modified convertible notes - face value $ 16,473 $ 16,473 Less: original issue discount (4,673) (4,673) Modified convertible notes recorded value on issue date 11,800 11,800 PIK interest issued 1,655 1,505 Accumulated accretion of original issue debt discount 2,056 1,918 Modified convertible notes value $ 15,511 $ 15,223

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases
Summary of components of lease cost	The components of lease cost for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended March 31, 2019 Lease cost Operating lease cost $ 10,694 Short-term lease cost 2,132 Variable lease cost (1) 3,435 Total lease cost $ 16,261 (1) Variable components of the lease payments such as utilities, taxes and insurance, parking and maintenance costs.
Schedule of balance sheet of leases	Amounts reported in the condensed consolidated balance sheet for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended, March 31, 2019 Operating Leases: Operating lease right-of-use assets $ 209,715 Operating lease liabilities 193,782 Current portion of operating lease liabilities 23,155 Total operating lease liabilities $ 216,937 Weighted-average remaining lease term Operating leases 7.9 Years Weighted-average discount rate Operating leases 8.20 %
Schedule of cash flow information related to operating leases	Cash flow information related to operating leases for the quarter ended March 31, 2019 are as follows (in thousands): Three months ended, March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 9,956
Summary of maturities of lease liabilities	Future minimum lease payments under non-cancellable leases as of the quarter ended March 31, 2019 are as follows (in thousands): 2019 (excluding the three months ended March 31, 2019) $ 29,833 2020 39,621 2021 37,576 2022 35,445 2023 31,112 Thereafter 125,861 Total undiscounted lease payments 299,448 Less: imputed interest (82,511) Total lease liabilities $ 216,937 Reported as: Current portion of operating lease liabilities $ 23,155 Operating lease liabilities 193,782 Total lease liabilities $ 216,937

Equity (Tables)

Equity (Tables)	3 Months Ended
	Mar. 31, 2019
Equity
Summary of stock option activity by plan	The following table summarizes stock option activity by incentive plan for the three months ended March 31, 2019 (in actual amounts): Amended and 2016 Stock Total Number Restated Plan Incentive Plan of Shares Outstanding at January 1, 2019 444 320,277 320,721 Granted — — — Exercised — — — Forfeited / Expired — — — Outstanding at March 31, 2019 444 320,277 320,721
Schedule of stock option activity in the aggregate	The following table summarizes stock option activity for all incentive plans for the three months ended March 31, 2019 (in actual amounts): Weighted Weighted Average Aggregate Average Remaining Contractual Intrinsic Options Exercise Price Life (Years) Value Outstanding at January 1, 2019 320,721 $ 4.19 8.45 $ 103,733 Granted — — — — Exercised — — — — Expired — — — — Forfeited — — — — Outstanding at March 31, 2019 320,721 $ 4.19 8.20 $ 103,733 Exercisable at March 31, 2019 70,721 $ 4.07 3.30 $ 103,733
Schedule of exercise prices for options outstanding and exercisable	The following table summarizes exercise prices for options exercisable as of March 31, 2019 (in actual amounts): Options Exercisable Weighted-Average Remaining Contractual Exercise Price Number of Shares Life (Years) $ 4.02 70,277 5.2 $ 11.40 444 5.8 70,721
Summary of the status of restricted common stock and RSUs and changes	The following table summarizes RSU activity for the three months ended March 31, 2019 (in actual amounts): Restricted Stock Units Number Of Weighted Average Grant Units Date Fair Value Outstanding at January 1, 2019 5,820,560 $ 4.06 Granted — — Vested 205,557 3.28 Forfeited — — Outstanding at March 31, 2019 5,615,003 $ 4.09

Disaggregation of Revenue (Tabl

Disaggregation of Revenue (Tables)	3 Months Ended
	Mar. 31, 2019
Disaggregation of Revenue
Summary of disaggregation of our operating segment Net Sales by product category and sales channel	Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 232,745 $ — $ 232,745 $ — $ — $ — Accessories 97,011 — 97,011 — — — Men’s & Women’s Apparel 142,335 56,806 199,141 29,454 9,364 38,818 $ 472,091 $ 56,806 $ 528,897 $ 29,454 $ 9,364 $ 38,818

Loss Per Share (Tables)

Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Loss Per Share
Schedule of reconciliation of the numerator and denominator of basic and diluted loss 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 March 31, 2019 2018 Basic loss per share computation Numerator: Net loss $ (81,863) $ (4,085) Less: preferred dividends — (1,762) Net loss attributable to common stockholders $ (81,863) $ (5,847) Denominator: Weighted average common shares outstanding 58,548 13,550 Loss per common share - basic Net loss $ (1.40) $ (0.43) Net loss per common share - basic $ (1.40) $ (0.43) Diluted loss per share computation Numerator: Net loss $ (81,863) $ (4,085) Less: preferred dividends — (1,762) Net loss attributable to common stockholders $ (81,863) $ (5,847) Denominator: Weighted average common shares outstanding 58,548 13,550 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, convertible notes — — Dilutive common shares 58,548 13,550 Loss per common share - diluted Net loss $ (1.40) $ (0.43) Net loss per common share - diluted $ (1.40) $ (0.43)
Schedule of potential shares of common stock	The following potentially dilutive shares of common stock were excluded from diluted EPS as the Company had a net loss for the periods ended: Three months ended March 31, 2019 2018 Outstanding stock options 321 71 Unvested RSUs 5,615 849 Unvested PSUs 1,350 403 Outstanding warrants 650 650 Convertible Series A Preferred Stock — 4,480 Convertible Series A-1 Preferred Stock — 4,588 Modified Convertible Notes 1,299 1,258 2024 Convertible Notes 3,125 —
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 shareholders and common stockholders for purposes of computing net loss per share for the three months ended March 31, 2018 (in thousands, except per share data): Three months ended March 31, 2018 Net loss $ (4,085) Less: preferred dividends (1,762) Net loss attributable to common stockholders $ (5,847) Denominator: Weighted average common shares outstanding 13,550 Loss per common share - basic and diluted under two-class method $ (0.43)

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2019
Segment Information
Summary of financial information concerning reportable segments	All prior period segment information has been recast to reflect the realignment of our segment reporting structure on a comparable basis. Three months ended March 31, 2019 2018 (in thousands) Net sales: Kids $ 232,745 $ — Accessories 97,011 — Men’s & Women’s Apparel 199,141 38,818 $ 528,897 $ 38,818 Gross profit: Kids $ 37,174 $ — Accessories 15,648 — Men’s & Women’s Apparel 66,124 16,255 $ 118,946 $ 16,255 Selling, general and administrative: Kids $ 28,478 $ — Accessories 12,458 — Men’s & Women’s Apparel 72,229 15,348 $ 113,165 $ 15,348 Depreciation and Amortization: Kids $ 9,825 $ — Accessories 9,259 — Men’s & Women’s Apparel 3,872 1,463 $ 22,956 $ 1,463 Other operating expense: Kids $ 6,117 $ — Accessories 6,058 — Men’s & Women’s Apparel 4,923 — $ 17,098 $ — Operating income (loss): Kids $ (7,246) $ — Accessories (12,127) — Men’s & Women’s Apparel (14,900) (556) $ (34,273) $ (556)

Business Description and Basi_2

Business Description and Basis of Presentation (Details) - segment	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Business Description and Basis of Presentation
Number of Reportable Segments	3	3

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Jan. 01, 2018
Equity
Accumulated deficit	$ (223,049)	$ (141,186)
Wholesale
Equity
Accumulated deficit			$ (600)
Licensing
Equity
Accumulated deficit			$ 1,300

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Concentration of Credit Risk
Sold Receivables Net	$ 13,516	$ 33,825
Sales
Concentration of Credit Risk
Sold Receivables Net	$ 13,500
Sales | Customer A
Concentration of Credit Risk
Concentration risk (as a percent)	15.00%
Sales | Customer B
Concentration of Credit Risk
Concentration risk (as a percent)	13.00%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Accounting Standards Recently Adopted (Details) - USD ($) $ in Thousands	Jan. 01, 2019	Mar. 31, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Package - Practical expedients		true
Hindisght - Practical expedients		false
Lease liabilities		$ 216,937
Operating lease right-of-use assets	$ 214,000	209,715
Current portion of operating lease liabilities	20,883	23,155
Accounts payable and accrued expenses	525,496	485,207	$ 525,863
Operating lease liabilities	199,857	193,782
Other non-current liabilities	208	1,012	6,581
Total liabilities	746,444	$ 1,997,285	1,775,578
Adjustments due to ASC 842
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Adjustment to retained earnings	0
Operating lease right-of-use assets	214,000
Current portion of operating lease liabilities	20,883
Accounts payable and accrued expenses	(367)		525,863
Operating lease liabilities	199,857
Other non-current liabilities	(6,373)		6,581
Total liabilities	214,000		$ 532,444
Adjustments due to ASC 842 | Restatement
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Lease liabilities	220,700
Liabilities for deferred rent and various lease incentives	$ 6,700

GBG Acquisition - Acquisition (

GBG Acquisition - Acquisition (Details) $ in Millions	Oct. 29, 2018USD ($)
New Revolving Facility
Business Acquisition
Face value	$ 150
Senior Secured Term Loan Credit Facility
Business Acquisition
Face value	645
Second Lien Term Loan Facility
Business Acquisition
Face value	$ 668

GBG Acquisition - Allocation an

GBG Acquisition - Allocation and Proforma (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018	Oct. 29, 2018
Intangible assets and liabilities acquired:
Goodwill	$ 376,132	$ 376,132
Pro forma financial information (unaudited)
Net sales	599,121
Cost of goods sold	449,026
Gross margin	$ 150,095
Gross margin % of net sales	25.10%
Operating expenses
Selling, general and administrative	$ 135,288
Depreciation and amortization	23,434
Total operating expenses	158,722
Operating (loss) income	(8,627)
Interest expense	38,113
Gain on contingent consideration	(17,676)
Loss before income taxes	(29,064)
Income tax benefit	1,316
Net loss	$ (30,380)
GBG
Business Acquisition
Inventory adjustment to fair value		32,400
Assets acquired and liabilities assumed:
Accounts receivable			$ 65,106
Inventories			371,605
Prepaid expenses and other current assets			56,380
Property and equipment			86,971
Other assets			41
Accounts payable and accrued expenses			(589,849)
Intangible assets and liabilities acquired:
Goodwill			367,725
Leasehold interests			(2,310)
Customer relationships			824,000
Excess purchase price over net assets acquired			$ 1,179,669
Cost of goods sold
Business Acquisition
Inventory adjustment to fair value		$ 8,800

Accounts Receivables - New Rece

Accounts Receivables - New Receivables Facility (Details) - USD ($) $ in Millions	Oct. 29, 2018	Oct. 31, 2018
Accounts receivable, inventory advances and due from factor
Trade Receivables Securitization Facility Term	3 years
Maximum sale of undivided ownership interest	$ 450
New Receivables Facility
Accounts receivable, inventory advances and due from factor
Trade Receivables Securitization Facility Term		3 years
Maximum sale of undivided ownership interest		$ 450

Accounts Receivables - SWIMS Fa

Accounts Receivables - SWIMS Factoring Agreement (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accounts Receivables
Non-recourse receivables sold	$ 347,316	$ 380,595
Recourse receivables sold	31,982	43,630
Total receivables sold	379,298	424,225
Purchase price of sold receivables	(341,100)	(364,900)
Allowances and bad debt	(24,682)	(25,500)
Sold receivables, net	13,516	33,825
Accounts receivable, net	26,373	27,910
Total accounts receivable, net	$ 26,373	$ 27,910

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventories
Finished goods	$ 262,929	$ 315,484
Finished goods consigned to others	31,314	27,468
Total inventories	$ 294,243	$ 342,952

Intangible Assets and Goodwill

Intangible Assets and Goodwill - Intangibles (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Intangible Assets and Goodwill
Amortization expense related to the intangible assets	$ 19.5	$ 0.8

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Goodwill
Impairment charge	$ 0	$ 0

Debt (Details)

Debt (Details) $ / shares in Units, $ in Thousands	Oct. 29, 2018USD ($)$ / sharesshares	Jan. 18, 2018$ / sharesshares	Oct. 01, 2016	Jan. 18, 2016USD ($)D	Mar. 31, 2019USD ($)$ / shares	Mar. 31, 2018USD ($)	Dec. 31, 2018USD ($)$ / shares	Apr. 17, 2019USD ($)	Apr. 16, 2019USD ($)	Jan. 29, 2018USD ($)	Jul. 18, 2016	Jan. 28, 2016USD ($)
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019					$ 49,674
2020					32,250
2021					50,378
2022					32,250
2023					536,963
Thereafter					702,888
Short-term convertible note recorded value on issue date					1,404,403
Original Issue Discount, Net					112,260
Carrying Value					1,292,143
Paid-in-kind interest					5,184	$ 437
Deferred financing costs, accrued	$ 2,400
Securitization Closing Fees	1,600
Legal Fees	500
Other fees	$ 300
Aggregate original issue discount												$ 4,700
Long-term Debt, Gross					$ 1,404,403
Receivables facility period (in years)	3 years
Maximum sale of undivided ownership interest	$ 450,000
Common stock, par value (in dollars per share) | $ / shares					$ 0.10		$ 0.10
Recorded value of the convertible note
Original issue discount					$ (112,260)
Short-term convertible note recorded value on issue date					1,404,403
Convertible note value					37,310		$ 36,235
Revolving credit facilities					40,000
SWIMS | Conversion of Series A-1 Preferred Stock Into Common Stock | 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
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 | SWIMS | Conversion of Series A-1 Preferred Stock Into Common Stock
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Shares converted from issuance | shares	4,587,964
New Revolving Facility
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019					40,000
Short-term convertible note recorded value on issue date					40,000
Carrying Value					40,000
Debt Issuance Cost					6,800
Long-term Debt, Gross					40,000
Recorded value of the convertible note
Face value	$ 150,000
Short-term convertible note recorded value on issue date					$ 40,000
New Revolving Facility | Base Rate
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)					1.00%
Margin on variable rate basis (as a percent)					4.50%
New Revolving Facility | LIBOR rate loans
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
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
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment premium (in percent)					3.00%
New Revolving Facility | Second Year After The Closing Date
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment premium (in percent)					2.00%
New Revolving Facility | Third Year After The Closing Date
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment premium (in percent)					1.00%
First Lien Credit Agreement
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019					$ 9,674
2020					32,250
2021					32,250
2022					32,250
2023					536,963
Short-term convertible note recorded value on issue date					643,387
Original Issue Discount, Net					17,168
Carrying Value					626,219
Long-term Debt, Gross					643,387
Recorded value of the convertible note
Original issue discount					(17,168)
Short-term convertible note recorded value on issue date					643,387
First Lien Credit Agreement | Subsequent Events
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Aggregate principal amount								$ 200,000	$ 150,000
Second Lien Credit Agreement
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Thereafter					677,888
Short-term convertible note recorded value on issue date					677,888
Original Issue Discount, Net					89,274
Carrying Value					588,614
Long-term Debt, Gross					677,888
Recorded value of the convertible note
Original issue discount					(89,274)
Short-term convertible note recorded value on issue date					677,888
Second Lien Credit Agreement | Subsequent Events
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Borrowings								$ 845,000	$ 795,000
Revolving Facility
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Aggregate principal amount										$ 150,000
Availability					110,000					668,000
Borrowings					40,000
Convertible notes
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
2021					18,128
Thereafter					25,000
Short-term convertible note recorded value on issue date					43,128
Original Issue Discount, Net					5,818
Carrying Value					37,310
Long-term Debt, Gross					43,128
Recorded value of the convertible note
Original issue discount					(5,818)
Short-term convertible note recorded value on issue date					43,128
Term Facility
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Aggregate principal amount										$ 645,000
Credit Facilities
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Paid-in-kind interest					9,900
Debt Issuance Cost					51,500
Modified Convertible Notes
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Short-term convertible note recorded value on issue date					11,800		11,800
Original Issue Discount, Net					4,673		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		11,800
Recorded value of the convertible note
Face value				$ 16,500	16,473		16,473
Original issue discount					(4,673)		(4,673)
Short-term convertible note recorded value on issue date					11,800		11,800
PIK interest issued					1,655		1,505
Accumulated accretion of original issue debt discount					2,056		1,918
Convertible note value					15,511		15,223
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)			7.00%	6.50%
Trading days immediately preceding the notice of conversion used for calculation of average of the closing prices for the common stock | D				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%
Conversion price (in dollars per share) | $ / shares		$ 3
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
2024 Convertible Notes
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Short-term convertible note recorded value on issue date					20,478		20,478
Original Issue Discount, Net					4,522		4,522
Conversion price (in dollars per share) | $ / shares	$ 8
Long-term Debt, Gross					20,478		20,478
Recorded value of the convertible note
Face value	$ 25,000				25,000		25,000
Original issue discount					(4,522)		(4,522)
Short-term convertible note recorded value on issue date					20,478		20,478
Accumulated accretion of original issue debt discount					1,321		534
Convertible note value					$ 21,799		$ 21,012
2024 Convertible Notes | From and after April 29, 2019 To October 29, 2019
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prior written notice (in days)	10 days
Interest rate (in percent)	12.00%
2024 Convertible Notes | From and after October 29, 2019
Four year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prior written notice (in days)	10 days
Interest rate (in percent)	16.00%

Debt - Interest Expense (Detail

Debt - Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Components of interest expense
Contractual coupon interest	$ 36,047	$ 1,926
Non-cash interest expense (including amortization of discounts and deferred financing costs)	9,966	289
Total interest expense	$ 46,013	$ 2,215

Fair Value Measurement of Fin_2

Fair Value Measurement of Financial Instruments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Fair value disclosures
Convertible notes	$ 37,310		$ 36,235
Nonrecurring | Level 3
Fair value disclosures
Impairments of long-lived assets	0	$ 0
Convertible notes	$ 37,300

Leases (Details)

Leases (Details)	3 Months Ended
	Mar. 31, 2019
Leases
Operating lease, option to extend	true
Minimum
Leases
Operating lease term	3 years
Operating lease, renewal term	1 year
Maximum
Leases
Operating lease term	10 years
Operating lease, renewal term	10 years

Leases - Components of Lease Co

Leases - Components of Lease Cost (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)
Lease Cost
Operating lease cost	$ 10,694
Short-term lease cost	2,132
Variable lease cost	3,435
Total lease cost	$ 16,261

Leases - Balance Sheet and Cash

Leases - Balance Sheet and Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Jan. 01, 2019
Operating leases:
Operating lease right-of-use assets	$ 209,715	$ 214,000
Operating lease liabilities	193,782	199,857
Current portion of operating lease liabilities	23,155	$ 20,883
Total operating lease liabilities	$ 216,937
Weighted-average remaining lease term, operating leases	7 years 10 months 24 days
Weighted-average discount rate, operating leases	8.20%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 9,956

Leases - Maturity of Lease Liab

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Future minimum lease payments under non-cancellable leases
2019 (excluding the three months ended March 31, 2019)	$ 29,833
2020	39,621
2021	37,576
2022	35,445
2023	31,112
Thereafter	125,861
Total undiscounted lease payments	299,448
Less: imputed interest	(82,511)
Total lease liabilities	216,937
Current portion of operating lease liabilities	23,155	$ 20,883
Operating lease liabilities	193,782	$ 199,857
Total operating lease liabilities	$ 216,937

Equity - Incentive Plan (Detail

Equity - Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	Oct. 29, 2018	Mar. 31, 2019	Dec. 31, 2018	Nov. 07, 2016
Stock Incentive Plans and Plan Amendment
Aggregate fair market value		$ 103,733
Common stock, par value (in dollars per share)		$ 0.10	$ 0.10
RSUs | Officer
Stock Incentive Plans and Plan Amendment
Number of shares of common stock authorized for issuance		5,200,000
2016 Plan
Stock Incentive Plans and Plan Amendment
Number of shares reserved for future issuance				3,529,109
Maximum number of shares that can be awarded to any employee in one year	500,000
Shares Reserved For Future Issuance
Stock options granted under the incentive plans reserved for future issuance (in shares)		8,435,562
Shares of common stock issuable	12,725,963
2016 Plan | RSUs
Shares Reserved For Future Issuance
Shares of common stock issuable		2,364,393
Amended And Restated Plan
Shares Reserved For Future Issuance
Shares of common stock issuable		444

Equity - Plan Activity (Details

Equity - Plan Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$ 4.07
Number of shares	70,721
Stock option activity
Outstanding at the beginning of the period (in shares)	320,721
Exercised (in shares)	0	0
Outstanding at the end of the year (in shares)	320,721		320,721
Exercisable at the end of the period (in shares)	70,721
Weighted average exercise price
Outstanding at the beginning of the period (in dollars per share)	$ 4.19
Outstanding at the end of the period (in dollars per share)	4.19		$ 4.19
Exercisable at the end of the period (in dollars per share)	$ 4.07
Additional Disclosures
Weighted-Average Remaining Contractual Life (Years)	8 years 2 months 12 days		8 years 5 months 12 days
Exercisable at the end of the period, Weighted Average Remaining Contractual Life (Years)	3 years 3 months 18 days
Outstanding at the beginning of the period, Aggregate Intrinsic Value	$ 103,733
Outstanding at the end of the period, Aggregate Intrinsic Value	103,733		$ 103,733
Exercisable at the end of the period, Aggregate Intrinsic Value	103,733
Stock options
Unrecognized compensation cost
Total unrecognized compensation cost	$ 600
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)	320,277
Outstanding at the end of the year (in shares)	320,277		320,277
4.02
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$ 4.02
Number of shares	70,277
Weighted-Average Remaining Contractual Life (Years)	5 years 2 months 12 days
Weighted average exercise price
Exercisable at the end of the period (in dollars per share)	$ 4.02
11.40
Options Outstanding and Exercisable
Exercise Price (in dollars per share)	$ 11.40
Number of shares	444
Weighted-Average Remaining Contractual Life (Years)	5 years 9 months 18 days
Weighted average exercise price
Exercisable at the end of the period (in dollars per share)	$ 11.40

Equity - Restricted Stock Units

Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Oct. 29, 2018
RSUs
Restricted Stock Units
Outstanding at the beginning of the period (in shares)	5,820,560
Vested (in shares)	205,557
Outstanding at the end of the period (in shares)	5,615,003
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share)	$ 4.06
Vested (in dollars per share)	3.28
Outstanding at the end of the period (in dollars per share)	$ 4.09
Unrecognized compensation cost
Weighted-average period for recognition of unrecognized compensation cost	2 years 7 months 6 days
Stock based compensation expense recognized	$ 2.5	$ 0.6
Total unrecognized compensation	$ 20.5
PSUs
Restricted Stock Units
Forfeited (in shares)	55,556
Outstanding at the end of the period (in shares)	1,350,000
Unrecognized compensation cost
Stock based compensation expense recognized	$ 0.8
Management Incentive Plan
Management Incentive Plan
Number of shares of common stock authorized for issuance			1,776,500

Disaggregation of Revenue (Deta

Disaggregation of Revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)segment	Mar. 31, 2018USD ($)segment
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment	3	3
Net sales	$ 528,897	$ 38,818
International
Disaggregation of Revenue [Line Items]
Net sales	19,800
Kids
Disaggregation of Revenue [Line Items]
Net sales	232,745
Accessories
Disaggregation of Revenue [Line Items]
Net sales	97,011
Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	199,141	38,818
Wholesale and licensing
Disaggregation of Revenue [Line Items]
Net sales	472,091	29,454
Wholesale and licensing | Kids
Disaggregation of Revenue [Line Items]
Net sales	232,745
Wholesale and licensing | Accessories
Disaggregation of Revenue [Line Items]
Net sales	97,011
Wholesale and licensing | Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	142,335	29,454
Retail
Disaggregation of Revenue [Line Items]
Net sales	56,806	9,364
Retail | Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	$ 56,806	$ 9,364

Loss Per Share (Details)

Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Numerator:
Net loss	$ (81,863)	$ (4,085)
Less: preferred dividends		(1,762)
Net loss attributable to common stockholders	$ (81,863)	$ (5,847)
Denominator:
Weighted average common shares outstanding (in shares)	58,548	13,550
Net loss per common share - basis (in dollars per share)	$ (1.40)	$ (0.43)
Loss per common share - basic (in dollars per share)	$ (1.40)	$ (0.43)
Numerator:
Net loss	$ (81,863)	$ (4,085)
Less: preferred dividends		(1,762)
Net loss attributable to common stockholders	$ (81,863)	$ (5,847)
Denominator:
Weighted average common shares outstanding (in shares)	58,548	13,550
Dilutive common shares	58,548	13,550
Net loss (in dollars per share)	$ (1.40)	$ (0.43)
Net loss per common share - diluted (in dollars per share)	$ (1.40)	$ (0.43)
Modified Convertible Notes
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	1,299	1,258
2024 Convertible Notes
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	3,125
Preferred Series A
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)		4,480
Series A-1
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)		4,588
Warrants
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	650	650
Stock options
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	321	71
RSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	5,615	849
PSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	1,350	403

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
	Mar. 31, 2019	Mar. 31, 2018
Loss Per Share
Net loss		$ (4,085)
Less: preferred dividends		(1,762)
Net loss attributable to common stockholders	$ (81,863)	$ (5,847)
Denominator:
Weighted average common shares outstanding (in shares)		13,550
Loss per common share - basic and diluted under two-class method (in dollars per share)		$ (0.43)

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Taxes
Income Tax Expense (Benefit)	$ 1,619	$ 1,315
Effective tax rate from continuing operations (as a percent)	2.00%
Deferred expenses relating to valuation allowance	$ 1,600
Deferred expenses relating to valuation allowance (as a percent)	2.00%
Unrecognized tax benefits	$ 100

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)segment	Mar. 31, 2018USD ($)segment
Segment information
Number of reportable business segments | segment	3	3
Net sales	$ 528,897	$ 38,818
Gross profit	118,946	16,255
Selling, general and administrative	113,165	15,348
Depreciation and amortization	22,956	1,463
Other operating expense	17,098
Operating income (loss)	(34,273)	(556)
Men’s & Women’s Apparel
Segment information
Net sales	199,141	38,818
Gross profit	66,124	16,255
Selling, general and administrative	72,229	15,348
Depreciation and amortization	3,872	1,463
Other operating expense	4,923
Operating income (loss)	(14,900)	$ (556)
Kids
Segment information
Net sales	232,745
Gross profit	37,174
Selling, general and administrative	28,478
Depreciation and amortization	9,825
Other operating expense	6,117
Operating income (loss)	(7,246)
Accessories
Segment information
Net sales	97,011
Gross profit	15,648
Selling, general and administrative	12,458
Depreciation and amortization	9,259
Other operating expense	6,058
Operating income (loss)	$ (12,127)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ in Millions	Apr. 25, 2019	Oct. 29, 2018	Mar. 31, 2019	Apr. 17, 2019	Apr. 16, 2019
Subsequent Event [Line Items]
Receivables Purchase Agreement, Maximum Sale Of Undivided Ownership Interest		$ 450
Period within which company should file annual reports			60 years
Expected filing duration that might be granted if Nasdaq accepts the plan			180 days
First Lien Credit Agreement | Subsequent Events
Subsequent Event [Line Items]
Maximum borrowing capacity				$ 200	$ 150
Fee amount				1.5
Trade Receivables Securitization Facility Under R P A | Subsequent Events
Subsequent Event [Line Items]
Maximum borrowing capacity				600	550
Receivables Purchase Agreement, Maximum Sale Of Undivided Ownership Interest	$ 600
Increase in undivided ownership interest	$ 150
Second Lien Credit Agreement | Subsequent Events
Subsequent Event [Line Items]
Long-term Line of Credit				$ 845	$ 795