Centric Brands (CTRC) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 14, 2019
Document and Entity Information
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Entity Registrant Name	CENTRIC BRANDS INC.
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		59,056,743
Entity Central Index Key	0000844143
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 18,986	$ 29,519
Accounts receivable, net	18,197	27,910
Sold receivables, net	85,450	33,825
Inventories	443,303	342,952
Prepaid expenses and other current assets	83,437	48,378
Total current assets	649,373	482,584
Property and equipment, net	91,478	93,044
Goodwill	356,814	376,132
Intangible assets, net	838,690	897,470
Operating lease right-of-use assets	206,096
Other assets	12,222	9,725
Total assets	2,154,673	1,858,955
Current liabilities
Accounts payable and accrued expenses	707,069	525,863
Current portion of operating lease liabilities	28,059
Current portion of long-term debt	28,219	11,287
Revolving credit facilities	46,360	315
Total current liabilities	809,707	537,465
Convertible notes	39,965	36,235
Long-term debt, net of current portion	1,197,636	1,195,297
Operating lease liabilities, net of current portion	186,680
Other non-current liabilities	131	6,581
Total liabilities	2,234,119	1,775,578
Commitments and contingencies
Equity (Deficit)
Common stock, $0.10 par value: 100,000 shares authorized, 58,738 and 58,364 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	5,873	5,836
Additional paid-in capital	226,461	218,240
Accumulated other comprehensive (loss) income	(500)	487
Accumulated deficit	(311,280)	(141,186)
Total equity (deficit)	(79,446)	83,377
Total liabilities and equity	$ 2,154,673	$ 1,858,955

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 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	58,738	58,364
Common stock, shares outstanding	58,738	58,364

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Net sales	$ 712,429	$ 39,830	$ 1,664,533	$ 114,614
Cost of goods sold	534,172	22,671	1,255,678	66,774
Gross profit	178,257	17,159	408,855	47,840
Operating expenses
Selling, general and administrative	99,318	25,029	315,450	58,992
Depreciation and amortization	25,121	1,378	71,692	4,252
Other operating expense, net	14,121		48,963
Total operating expenses	138,560	26,407	436,105	63,244
Operating income (loss)	39,697	(9,248)	(27,250)	(15,404)
Other expense, net
Interest expense	48,808	2,462	141,696	7,097
Other (income) expense, net	(182)	22	(426)	124
Total other expense, net	48,626	2,484	141,270	7,221
Loss before income taxes	(8,929)	(11,732)	(168,520)	(22,625)
Income tax provision (benefit)	50	(1,151)	1,574	(2,275)
Net loss	(8,979)	(10,581)	(170,094)	(20,350)
Net loss attributable to common stockholders	(8,979)	(12,473)	(170,094)	(25,898)
Net loss	(8,979)	(10,581)	(170,094)	(20,350)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment	(528)	(4)	(987)	137
Other comprehensive income (loss)	(528)	(4)	(987)	137
Comprehensive loss	$ (9,507)	$ (10,585)	$ (171,081)	$ (20,213)
Loss per common share - basic
Loss per common share - basic (in dollars per share)	$ (0.15)	$ (0.89)	$ (2.90)	$ (1.87)
Loss per common share - diluted
Loss per common share - diluted (in dollars per share)	$ (0.15)	$ (0.89)	$ (2.90)	$ (1.87)
Weighted average shares outstanding
Basic (in shares)	58,736	14,085	58,638	13,873
Diluted (in shares)	58,736	14,085	58,638	13,873

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) - 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
Balance at Dec. 31, 2017	$ 1,349	$ 61,314	$ 271	$ (17,421)	$ 5		$ 45,518
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		2,121					2,121
Issuance of common stock, net of taxes withheld	$ 64	(492)					(428)
Issuance of common stock, net of taxes withheld (in shares)	644
Foreign currency translation			137				137
Net loss				(20,350)			(20,350)
Balance at Sep. 30, 2018	$ 1,413	76,248	408	(37,771)	$ 5	$ 459	40,762
Balance (in shares) at Sep. 30, 2018	14,132				50	4,588
Balance at Jun. 30, 2018	$ 1,408	75,676	412	(27,190)	$ 5	$ 459	50,770
Balance (in shares) at Jun. 30, 2018	14,079				50	4,588
Increase (Decrease) in Stockholders' Equity
Stock-based compensation		614					614
Issuance of common stock, net of taxes withheld	$ 5	(42)					(37)
Issuance of common stock, net of taxes withheld (in shares)	53
Foreign currency translation			(4)				(4)
Net loss				(10,581)			(10,581)
Balance at Sep. 30, 2018	$ 1,413	76,248	408	(37,771)	$ 5	$ 459	40,762
Balance (in shares) at Sep. 30, 2018	14,132				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	$ 37	(452)					$ (415)
Issuance of common stock, net of taxes withheld (in shares)	374
Stock-based compensation		8,673					8,673
Foreign currency translation			(987)				(987)
Net loss				(170,094)			(170,094)
Balance at Sep. 30, 2019	$ 5,873	226,461	(500)	(311,280)			$ (79,446)
Balance (in shares) at Sep. 30, 2019	58,738						58,738
Balance at Jun. 30, 2019	$ 5,873	223,504	28	(302,301)			$ (72,896)
Balance (in shares) at Jun. 30, 2019	58,734
Increase (Decrease) in Stockholders' Equity
Issuance of common stock, net of taxes withheld (in shares)	4
Stock-based compensation		2,957					2,957
Foreign currency translation			(528)				(528)
Net loss				(8,979)			(8,979)
Balance at Sep. 30, 2019	$ 5,873	$ 226,461	$ (500)	$ (311,280)			$ (79,446)
Balance (in shares) at Sep. 30, 2019	58,738						58,738

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			$ (170,094)	$ (20,350)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	$ 25,121	$ 1,378	71,692	4,252
Amortization of deferred financing costs and discounts			14,891	896
Amortization of operating lease right-of-use assets			20,077
Paid-in-kind interest			16,575	1,300
Stock-based compensation			8,673	2,121
Deferred taxes			(446)	(2,577)
Amortization of inventory step up			9,546
Other non-cash adjustments			611	461
Changes in operating assets and liabilities:
Accounts receivable, net			(539,631)	2,439
Operating lease liability			(18,108)
Inventories			(88,223)	(2,149)
Prepaid expenses and other assets			(39,234)	475
Accounts payable and accrued expenses			184,450	9,534
Other liabilities			(4,229)	125
Net cash used in operating activities			(533,450)	(3,473)
CASH FLOWS FROM INVESTING ACTIVITIES
Collection of deferred purchase price of sold receivables			499,527
Termination fees paid on leases			(346)
Purchases of property and equipment			(10,074)	(976)
Net cash provided by (used in) investing activities			489,107	(976)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt			(7,256)	(2,188)
Proceeds from line of credit, net			46,045	2,247
Repayment of finance leases			(2,561)
Payment of deferred financing costs			(1,500)
Taxes paid in lieu of shares issued for stock-based compensation			(415)	(428)
Net cash provided by (used in) financing activities			34,313	(369)
Effect of exchange rate changes on cash and cash equivalents			(503)	82
NET CHANGE IN CASH AND CASH EQUIVALENTS			(10,533)	(4,736)
CASH AND CASH EQUIVALENTS, at beginning of period			29,519	8,250	$ 8,250
CASH AND CASH EQUIVALENTS, at end of period	$ 18,986	$ 3,514	18,986	3,514	$ 29,519
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid			108,548	6,624
Income taxes paid			138	172
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Unpaid purchases of property and equipment			368	58
Beneficial interest obtained in exchange for securitized trade receivables			642,661
Conversion of short-term convertible notes				$ 13,764
Additions to operating lease liabilities			$ 241,951

Business Description and Basis

Business Description and Basis of Presentation	9 Months Ended
	Sep. 30, 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. The Company licenses over 100 brands or produces private label products across core product categories including kids, accessories, and men’s and women’s apparel. Licensed brands include Calvin Klein, Under Armour, Tommy Hilfiger, Nautica, Spyder, BCBG, Joe’s, Buffalo, Frye, Michael Kors, Kate Spade, AllSaints and Cole Haan, and entertainment properties including Disney, Marvel and Nickelodeon, among others. The Company’s products are sold through a cross section of leading retailers such as Walmart, Macy’s, Kohl’s, TJX Companies, Costco, Nordstrom, Dillard’s, Ross, Target, JC Penney and Amazon. The Company also sell products over the web through retail partners such as Walmart.com, Macy’s.com and Nordstrom.com. The Company also distributes apparel and other products through Company-owned retail stores, ecommerce websites, and partner shop-in-shops. Legacy company-owned brands include Hudson®, a designer and marketer of men’s and women’s premium, branded denim and apparel, Robert Graham®, a sophisticated, eclectic apparel and accessories brand seeking to inspire a global movement, and SWIMS®, a Scandinavian lifestyle brand best known for its range of fashion-forward, water-friendly footwear, apparel and accessories (collectively, the “Owned Brands”). 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 (“ 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 itself. Accordingly, the Company realigned its business into the following three reportable segments: (i) Kids, (ii) Accessories and (iii) 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 and nine months ended September 30, 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	9 Months Ended
	Sep. 30, 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 accounts for its revenues in accordance with Accounting Standards Codification ( “ASC” ), Revenue from Contracts with Customers, (“ ASC 606 ”). 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. A refund liability is included in accounts payable and accrued expenses within the accompanying condensed consolidated balance sheets. Also, the Company records a return asset receivable in prepaid expenses and other current assets within the accompanying condensed consolidated balance sheets. The return asset receivable is evaluated for impairment each period. 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. 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. 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. 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 sold receivables, net. The Company maintains cash and cash equivalents with various financial institutions, which 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 non-recourse basis; however, such sales 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 September 30, 2019, the deferred purchase price of trade receivables sold pursuant to the RPA (as defined below) totaled $102.7 million. As of December 31, 2018, the deferred purchase price of trade receivables sold pursuant to the RPA totaled $59.3 million. 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, margin support and other dilution-related items. 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. 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 right-of-use (“ 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 ”). There was no cumulative-effect adjustment recorded in connection with our adoption of ASC 842. 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 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 ROU 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 ROU 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 ROU 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 statements of cash flows. The assets related to the Company’s operating leases are included in operating lease ROU assets, and the current and long-term portions of liabilities related to the Company’s operating leases are included in current portion of operating lease liabilities and operating lease liabilities, respectively, on the condensed consolidated balance sheet as of September 30, 2019. 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 the Company cannot determine the implicit rate in its leases, the Company uses its estimated incremental borrowing rate based on information available at the date of the commencement of the lease 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, 2022 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	9 Months Ended
	Sep. 30, 2019
GBG Acquisition
GBG Acquisition	3. GBG Acquisition On October 29, 2018, the Company completed the GBG Acquisition for a preliminary purchase price of $1.2 billion. 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, which subsequently increased to $200.0 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 and amendments thereto. 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 during the fourth quarter of 2019. During the three months ended September 30, 2019, the Company obtained additional information regarding the fair value of certain acquired assets and liabilities based on facts that existed at the date of acquisition. The following table sets forth the current allocation of the purchase price to the net assets acquired and liabilities assumed, including measurement period adjustments (in thousands): Preliminary Purchase Measurement Period Revised Purchase Price Allocation Adjustments Price Allocation Assets acquired and liabilities assumed: Accounts receivable $ 65,106 $ 328 $ 65,434 Inventories 371,605 21,698 393,303 Prepaid expenses and other current assets 56,380 — 56,380 Property and equipment 86,971 — 86,971 Other assets 41 — 41 Accounts payable and accrued expenses (589,849) (2,708) (592,557) Intangible assets and liabilities acquired: Goodwill 367,725 (19,318) 348,407 Leasehold interests (2,310) — (2,310) Customer relationships 824,000 — 824,000 Preliminary purchase price $ 1,179,669 $ — $ 1,179,669 Unaudited pro forma financial information The following table presents our unaudited pro forma results for the three months ended September 30, 2018 and nine months ended September 30, 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. Three months ended September 30, Nine months ended September 30, 2018 2018 (in thousands) (in thousands) Net sales $ 605,710 $ 1,586,177 Cost of goods sold 495,826 1,250,806 Gross margin 109,884 335,371 Gross margin % of net sales 18.1 % 21.1 % Operating expenses Selling, general and administrative 151,607 431,491 Depreciation and amortization 22,177 68,526 Total operating expenses 173,784 500,017 Operating loss (63,900) (164,646) Interest expense 38,066 114,131 Other (income) expense, net 22 (17,551) Loss before income taxes (101,988) (261,226) Income tax benefit (1,152) (2,275) Net loss $ (100,836) $ (258,951) 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 Receivable

Accounts Receivable	9 Months Ended
	Sep. 30, 2019
Accounts Receivable
Accounts Receivable	4. Accounts Receivable 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 the Receivables for up to $450.0 million, prior to an amendment in fiscal 2019 that increased the amount to $600.0 million in the event of syndication of the PNC Receivables Facility, 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. On April 25, 2019, the Company amended its PNC Receivables Facility pursuant to (i) an amendment to the PSA (“ PSA Amendment ”) and (ii) an amendment to the RPA. Under the terms of the PSA Amendment, the Originators continue to sell or contribute certain of Receivables to Spring on a revolving basis and redefined Originators to include an additional subsidiary of the Company. Throughout fiscal 2019, the Company has also entered into numerous amendments to the RPA (“ RPA Amendments ”) that, among other things, (i) permitted Spring to sell Receivables for up to $600.0 million in cash proceeds to Purchasers; (ii) added Centric-Canada Apparel & Accessories ULC, an unlimited liability company organized under the laws of British Columbia, to enable the purchase and sale of Canadian receivables pursuant to the PNC Receivables Facility; (iii) changed the monthly settlement date from the 25th of each month to the 28th of each month; and (iv) added Fifth Third Bank and Wells Fargo as additional purchasers of the commitments under the RPA to allow for full utilization of the $600.0 million available under the PNC Receivables Facility. Accounts receivable consisted of the following (in thousands): As of As of September 30, 2019 December 31, 2018 Insured receivables sold $ 486,122 $ 380,595 Uninsured receivables sold 39,665 43,630 Total receivables sold 525,787 424,225 Purchase price of sold receivables (423,000) (364,900) Allowances (17,337) (25,500) Sold receivables, net $ 85,450 $ 33,825 Accounts receivable, net $ 18,197 $ 27,910

Inventories

Inventories	9 Months Ended
	Sep. 30, 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): As of As of September 30, 2019 December 31, 2018 Finished goods $ 430,951 $ 315,484 Raw materials and work in progress 12,352 27,468 Total inventories $ 443,303 $ 342,952

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	Sep. 30, 2019
Intangible Assets and Goodwill
Intangible Assets and Goodwill	6. Intangible Assets and Goodwill Company’s intangible assets as of September 30, 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 $19.6 million and $0.7 million for the three months ended September, 2019 and 2018, respectively. Amortization expense related to intangible assets amounted to approximately $58.5 million and $2.2 million for the nine months ended September 30, 2019 and 2018, respectively. There were no indicators present for impairment to intangible assets or goodwill during the three months ended September 30, 2019 and 2018. As a result, there were no impairment charges recorded related to intangible assets or goodwill during the three and nine months ended September 30, 2019 and 2018. The changes in the carrying amount of goodwill (in thousands) consisted of the following: Goodwill Balance at December 31, 2018 $ 376,132 Measurement period adjustments (1) (19,318) Balance at September 30, 2019 $ 356,814 (1) Represents measurement period adjustments related to the GBG Acquisition, as discussed in Note 3

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 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, audits, investigations and lawsuits. Although the Company cannot predict with certainty the ultimate resolution of claims, audits, investigations and lawsuits, asserted against the Company, it does not believe that any currently pending legal or administrative 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	9 Months Ended
	Sep. 30, 2019
Debt
Debt	8 . Debt The five-year payment schedule of the Company’s debt as of September 30, 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 $ 46,360 $ — $ — $ — $ — $ — $ 46,360 $ — $ 46,360 1L Term Loan 4,031 32,250 32,250 32,250 536,963 — 637,744 (15,422) 622,322 2L Term Loan — — — — — 687,146 687,146 (83,613) 603,533 Convertible notes — — 18,578 — — 26,283 44,861 (4,896) 39,965 Total $ 50,391 $ 32,250 $ 50,828 $ 32,250 $ 536,963 $ 713,429 $ 1,416,111 $ (103,931) $ 1,312,180 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 subsequently increased to $200.0 million and 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, $13.1 million, and $19.1 million as of March 31, 2019, June 30, 2019, and September 30, 2019 respectively. The annual interest rates for the Term Loan Facilities are as follows:  For the First Lien Term Loan Facility: ABR (with a 2.50% floor) plus 5.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 6.00% for LIBOR Rate Loans, with two 0.25% step downs upon achieving and maintaining a first lien leverage ratio equal to or less than 2.75 to 1.00 and 2.25 to 1.00, respectively.  For the Second Lien Term Loan Facility: ABR (with a 2.50% floor) plus 6.00% for base rate loans or adjusted LIBOR (with a floor of 1.50%) plus 7.00%, plus 2.75% PIK from October 29, 2018 until December 31, 2019, and ABR (with a 2.50% floor) plus 7.00% for base rate loans or adjusted LIBOR (with a 1.50% floor) plus 8.00%, plus 1.25% PIK thereafter if certain leverage ratios are met, otherwise the PIK remains at 2.75%. As of September 30, 2019, the aggregate principal amount of the First Lien Term Loan Facility and Second Lien Term Loan Facility was $637.7 million and $668.0 million, respectively. The net proceeds from the issuance of the First Lien Term Loan Facility and Second Lien Term Loan Facility were $614.7 million and $646.8 million, respectively. As of September 30, 2019, the Company’s weighted average effective cash interest rate on the First Lien Term Loan Facility and Second Lien Term Loan Facility, including the effect of non-usage fees, was 8% and 10%, respectively. The Company’s weighted average effective interest rate on the First Lien Term Loan Facility and Second Lien Term Loan Facility including cash interest and non-cash interest related to deferred finance fees and original issue debt discount, was 10% and 14%, respectively. 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 September 30, 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, Interest – Imputation of Interest, 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 entered into the first amendment and waiver (the “ 1L Amendment ”) to the First Lien Credit Agreement to, among other things: (i) increase the amount of the permitted securitization facility under the RPA from $550.0 million to $600.0 million; (ii) increase the borrowing base of the New Revolving Facility under the First Lien Credit Agreement as set forth in the 1L Amendment; and (iii) amend the Company’s consolidated fixed charge ratio covenant. Concurrent with the 1L Amendment, the Company also entered into the first amendment and waiver (the “ 2L Amendment ”) to the Second Lien Credit Agreement to, among other things, increase the amount of indebtedness under the First Lien Credit Agreement from $795.0 million to $845.0 million. The Company accounted for the 1L Amendment and 2L Amendment as modifications to the original credit agreements and capitalized the associated debt issuance costs. 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 subsequently increased to $200.0 million and 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 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% until October 29, 2019, (ii) 2.00% from October 30, 2019 until October 29, 2020 and (iii) 1.00% from October 30, 2020 until October 29, 2021, 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 September 30, 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 entered into the 1L Amendment to the First Lien Credit Agreement to, among other things, 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. The Company incurred additional debt issuance costs totaling $1.5 million as a result of the 1L Amendment. The debt issuance costs have been deferred and are presented in Other Assets and are amortized using the effective interest method over the remaining life of the New Revolving Facility. The availability under the New Revolving Facility as of September 30, 2019 was $139.1 million. Borrowings under the New Revolving Facility as of September 30, 2019 were $45.0 million. In addition, the Company had $15.9 million of letters of credit outstanding under the New Revolving Facility as of September 30, 2019. 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 did not initially bear interest. From and after April 29, 2019, the 2024 Convertible Notes bore 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 currently 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 may 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 elected to add cash interest payments due from April 29 through September 30, 2019 to the PIK Principal. As of September 30, 2019, the cumulative PIK Principal totaled $1.3 million. 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. 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 are 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 October 29, 2018, 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 September 30, 2019 and December 31, 2018 (in thousands): September 30, 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 1,283 — Accumulated accretion of original issue debt discount 2,229 534 Convertible note value $ 23,990 $ 21,012 Modified Convertible Notes On January 18, 2016, in partial satisfaction of certain previously 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 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 and may be settled at the Company's election into either shares of the Company’s common stock, cash, or a combination thereof. If the Company elects to issue only shares of common stock upon conversion of the Modified Convertible Notes, each of the Modified Convertible Notes would be convertible, in whole but not in part into a number of shares of the Company’s common stock equal to the “conversion amount” divided by the “market price”. The “conversion amount” is (a) the product of (i) the “market price”, multiplied by (ii) the quotient of (A) the principal amount, divided by (B) the conversion price, minus (b) the aggregate optional prepayment amounts paid to the holder. The “market price” is the average of the closing prices for our common stock over the 20-trading-day period immediately preceding the notice of conversion. If the Company elects to pay cash with respect to a conversion of the Modified Convertible Notes, the amount of cash to be paid per share will be equal to the conversion amount. The Company will have the right to prepay all or any portion of the principal amount of the Modified Convertible Notes at any time so long as the Company makes a pro rata prepayment on all of the Modified Convertible Notes. The following table is a summary of the recorded value of the Modified Convertible Notes as of September 30, 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. September 30, 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 2,105 1,505 Accumulated accretion of original issue debt discount 2,070 1,918 Modified convertible notes value $ 15,975 $ 15,223 Total Interest Expense The following table is a summary of total interest expense recognized (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Contractual coupon interest $ 37,304 $ 2,154 $ 110,230 $ 6,201 Non-cash interest expense (including amortization of discounts, deferred financing costs, and PIK) 11,504 308 31,466 896 Total interest expense $ 48,808 $ 2,462 $ 141,696 $ 7,097

Fair Value Measurement of Finan

Fair Value Measurement of Financial Instruments	9 Months Ended
	Sep. 30, 2019
Fair Value Measurement of Financial Instruments
Fair Value Measurement of Financial Instruments	9. Fair Value Measurement of Financial Instruments The Company’s assets and liabilities measured at fair value on a nonrecurring basis include cash, accounts receivable, sold receivables, accounts payable, and the convertible notes. 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 and nine months ended September 30, 2019 and 2018. The carrying value of the 2024 Convertible Notes and the Modified Convertible Notes at September 30, 2019 was $40.0 million which approximates their fair value at September 30, 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	9 Months Ended
	Sep. 30, 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 2030. The Company leases certain equipment under finance lease agreements expiring on various dates through January 2022. As of September 30, 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 three and nine months ended September 30, 2019 are as follows (in thousands): Three months ended Nine months ended September 30, 2019 September 30, 2019 Lease cost Operating lease cost $ 12,250 $ 32,802 Short-term lease cost 934 5,174 Variable lease cost (1) 3,565 9,908 Total lease cost $ 16,749 $ 47,884 (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 as of September 30, 2019 are as follows (in thousands): As of September 30, 2019 Operating Leases: Operating lease right-of-use assets $ 206,096 Operating lease liabilities $ 186,680 Current portion of operating lease liabilities 28,059 Total operating lease liabilities $ 214,739 Weighted-average remaining lease term Operating leases 7.33 Years Weighted-average discount rate Operating leases 8.12 % Cash flow information related to operating leases for the three and nine months ended September 30, 2019 are as follows (in thousands): Three months ended Nine months ended September 30, 2019 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,381 $ 31,341 Future minimum lease payments under non-cancellable leases as of the period ended September 30, 2019 are as follows (in thousands): 2019 (excluding the nine months ended September 30, 2019) $ 11,359 2020 43,716 2021 39,954 2022 36,394 2023 32,429 Thereafter 124,601 Total undiscounted lease payments 288,453 Less: imputed interest (73,714) Total lease liabilities $ 214,739 As of September 30, 2019, the Company has additional operating leases, primarily for buildings, that have not yet commenced of $16.8 million. These operating leases will commence in fiscal years 2019 and 2020 with lease terms of 1 year to 10 years. As of December 31, 2018, for the period prior to adoption of ASC 842, the future minimum rental payments under non-cancelable operating leases with lease terms in excess of one year were as follows (in thousands): 2019 $ 44,295 2020 39,771 2021 37,722 2022 35,554 2023 31,110 Thereafter 125,863 Total $ 314,315 Rent expense was $14.2 million for the year ended December 31, 2018.

Equity

Equity	9 Months Ended
	Sep. 30, 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 were originally 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. The Company has granted and continues to grant RSUs, performance stock units (“ PSUs ”) and stock options to its officers, non-employee directors, employees, and consultants 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, are 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, are 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 award 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 are available for issuance pursuant to future awards. As of September 30, 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) 7,964,156 shares of common stock issuable upon vesting of RSUs, PSUs and exercise of stock options granted under the 2016 Stock Incentive Plan; and (iii) 3,007,747 shares of common stock are available for future grant under the 2016 Stock Incentive Plan. As of December 31, 2018, the Company no longer granted shares under the Amended and Restated Plan. Also, as of September 30, 2019, there were 5,200,000 shares of common stock issuable upon vesting of RSUs and PSUs granted pursuant to “inducement grants” to certain of our officers. Stock Options As of January 1, 2019, the Company had 320,721 shares of stock options outstanding, comprised of 444 and 320,277 stock options outstanding under the Amended and Restated Plan and 2016 Stock Incentive Plan, respectively. There was no activity related to stock options for the nine months ended September 30, 2019. There were no options exercised during the nine months ended September 30, 2019. The following table summarizes exercise prices for options exercisable as of September 30, 2019 (in actual amounts): Options Exercisable Weighted-Average Remaining Contractual Exercise Price Number of Shares Life (Years) $ 4.02 70,277 4.7 $ 11.40 444 5.3 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 and nine months ended September 30, 2019. As of September 30, 2019, there was $0.5 million of unrecognized compensation cost related to unvested stock options to be expensed through the year ended December 31, 2022. Stock option awards are measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility over the option’s expected term, the risk-free interest rate over the option’s expected term and the expected annual dividend yield, if any. The Company accounts for forfeitures as they occur. Shares of common stock will be issued when the options are exercised. Restricted Stock Units The following table summarizes RSU activity for the nine months ended September 30, 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 4,682,672 3.26 Vested (504,320) 3.02 Forfeited (98,533) 2.48 Outstanding at September 30, 2019 9,900,379 $ 3.75 A total of $2.4 million and $0.6 million of stock-based compensation expense was recognized related to RSUs during the three months ended September 30, 2019 and 2018, respectively. A total of $7.2 million and $2.1 million of stock-based compensation expense was recognized related to RSUs during the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019, there was $29.4 million of total unrecognized compensation cost related to unvested RSUs. The unrecognized compensation cost is expected to be recognized over a weighted‑average of 2.2 years. Performance Share Units In the third quarter of 2019, the Company granted 1,593,500 shares of performance share units. No performance share units were forfeited during the three months ended September 30, 2019 and 2,943,500 unvested performance shares are outstanding as of September 30, 2019. Stock compensation expense in the amount of $0.5 million and $0 million was recognized for the three months ended September 30, 2019 and 2018, respectively. Stock compensation expense in the amount of $1.3 million and $0 million was recognized for the nine months ended September 30, 2019 and 2018, respectively. 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 (the “ MIP Shares ”) of common stock (the “ MIP Plan ”), which will be allocated by the Board in accordance with the Stockholder Agreement. On October 3, 2019, the Company entered into an amendment (the “ MIP Amendment ”) to the MIP Letter. Pursuant to the MIP Amendment, Company agreed to reserve the MIP Shares under the 2016 Stock Incentive Plan, which were allocated by a Special Committee of the Board in accordance with the Stockholder Agreement, dated October 29, 2018, by and between the Company and the stockholders party thereto. All of the MIP Shares were awarded or allocated as of October 29, 2019. If any awards of the MIP Shares are forfeited, cancelled, terminated or expired at any time, the equivalent amount of shares of Common Stock shall be delivered to the stockholders party to the MIP Letter for no additional consideration.

Disaggregation of Revenue

Disaggregation of Revenue	9 Months Ended
	Sep. 30, 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 September 30, 2019 Three months ended September 30, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 412,637 $ — $ 412,637 $ — $ — $ — Accessories 133,727 — 133,727 — — — Men’s & Women’s Apparel 111,091 54,974 166,065 29,396 10,434 39,830 $ 657,455 $ 54,974 $ 712,429 $ 29,396 $ 10,434 $ 39,830 Nine months ended September 30, 2019 Nine months ended September 30, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 838,613 $ — $ 838,613 $ — $ — $ — Accessories 314,450 — 314,450 — — — Men’s & Women’s Apparel 313,067 198,403 511,470 83,486 31,128 114,614 $ 1,466,130 $ 198,403 $ 1,664,533 $ 83,486 $ 31,128 $ 114,614 International sales were $27.9 million for the three months ended September 30, 2019 and immaterial for the three months ended September 30, 2018. International sales were $58.8 million for the nine months ended September 30, 2019 and immaterial for the nine months ended September 30, 2018.

Loss Per Share

Loss Per Share	9 Months Ended
	Sep. 30, 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Basic loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Loss per common share - basic Net loss per common share - basic $ (0.15) $ (0.89) $ (2.90) $ (1.87) Diluted loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, convertible notes — — — — Dilutive common shares 58,736 14,085 58,638 13,873 Loss per common share - diluted Net loss per common share - diluted $ (0.15) $ (0.89) $ (2.90) $ (1.87) 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Outstanding stock options 321 71 321 71 Unvested RSUs 9,900 757 9,900 757 Unvested PSUs 2,944 453 2,944 453 Outstanding warrants 500 650 500 650 Convertible Series A Preferred Stock — 4,480 — 4,480 Convertible Series A-1 Preferred Stock — 4,588 — 4,588 Modified Convertible Notes 1,299 1,278 1,299 1,278 2024 Convertible Notes 3,125 — 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 and nine months ended September 30, 2018 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. No Series A Preferred Stock was outstanding during the three and nine months ended September 30, 2019. 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 and nine months ended September 30, 2018 (in thousands, except per share data): Three months ended Nine months ended September 30, September 30, 2018 2018 Net loss $ (10,581) $ (20,350) Less: preferred dividends (1,892) (5,548) Net loss attributable to common stockholders $ (12,473) $ (25,898) Denominator: Weighted average common shares outstanding 14,085 13,873 Loss per common share - basic and diluted under two-class method $ (0.89) $ (1.87) There were no preferred dividends for the three or nine months ended September 30, 2019 since no Series A Preferred Stock was outstanding.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2019
Income Taxes
Income Taxes	14. Income Taxes The provision for income taxes for the nine months ended September 30, 2019 was approximately $1.6 million, or an effective tax rate of 0.9%. The Company has reporting entities in the U.S., Canada and Norway that have incurred net operating losses in each of their respective taxing jurisdictions resulting in no current income tax expense except for approximately $0.1 million of state minimum income tax expense. Further, the Company has full valuation allowances on its U.S. and Canadian net deferred tax assets resulting in no deferred tax benefit on its net operating losses; however, it recorded a $0.1 million deferred tax benefit on its net operating loss in Norway. In the first quarter of 2019, the Company recorded a deferred expense relating to the valuation allowance in the amount of $1.6 million, or 1.0%. In the second quarter of 2019, the Company recorded minimal state income tax expense in the amount of $0.1 million, or 0.1%, and a deferred benefit relating to net operating losses in Norway in the amount of $0.2 million, or a 0.2% benefit. The Company has net deferred tax assets in each of its taxing jurisdictions. Management has evaluated both positive and negative evidence in its assessment of the realization of these net deferred tax assets including, but not limited to, the amount and timing of its forecast future taxable income and history of losses. Management has concluded that it is more likely than not that its net deferred tax assets will not be realized in the U.S. and Canada. Accordingly, the Company maintains a full valuation allowance against substantially all of its net deferred tax assets in these jurisdictions. If the Company subsequently determines that it will be able to realize some portion or all of its deferred tax assets, then an adjustment to will be made to the valuation allowance to recognize those deferred tax assets which will have the effect of increasing net income in the period such determination is made. The Company has uncertain income tax position. Management has identified certain uncertain income tax positions and evaluated them under the recognition and measurement criteria specified in ASC 740, Accounting for Income Taxes. Based on this analysis Management has concluded that a tax reserve is required. Accordingly, the Company has established a tax reserve of $0.1 million on these positions. 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	9 Months Ended
	Sep. 30, 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: (i) Kids, (ii) Accessories, and (iii) 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Net sales: Kids $ 412,637 $ — $ 838,613 $ — Accessories 133,727 — 314,450 — Men’s & Women’s Apparel 166,065 39,830 511,470 114,614 $ 712,429 $ 39,830 $ 1,664,533 $ 114,614 Gross profit: Kids $ 89,871 $ — $ 164,136 $ — Accessories 32,017 — 60,836 — Men’s & Women’s Apparel 56,369 17,159 183,883 47,840 $ 178,257 $ 17,159 $ 408,855 $ 47,840 Selling, general and administrative: Kids $ 25,849 $ — $ 79,411 $ — Accessories 11,359 — 35,421 — Men’s & Women’s Apparel 62,110 25,029 200,618 58,992 $ 99,318 $ 25,029 $ 315,450 $ 58,992 Depreciation and amortization: Kids $ 10,791 $ — $ 31,263 $ — Accessories 8,448 — 24,932 — Men’s & Women’s Apparel 5,882 1,378 15,497 4,252 $ 25,121 $ 1,378 $ 71,692 $ 4,252 Other operating expense, net: Kids $ 4,775 $ — $ 17,087 $ — Accessories 5,028 — 15,701 — Men’s & Women’s Apparel 4,318 — 16,175 — $ 14,121 $ — $ 48,963 $ — Operating income (loss): Kids $ 48,456 $ — $ 36,375 $ — Accessories 7,182 — (15,218) — Men’s & Women’s Apparel (15,941) (9,248) (48,407) (15,404) $ 39,697 $ (9,248) $ (27,250) $ (15,404)

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2019
Related Party Transactions
Related Party Transactions	16. Related Party Transactions Payments to Tengram Capital Partners, LP From time to time, the Company reimburses Tengram Capital Partners, LP, (“ TCP ”) an entity that is affiliated with one of the Company’s largest stockholders, for certain travel and other related expenses of its employees related to services performed on the Company’s behalf and at the Company’s request. For the nine months ended September 30, 2019, the Company incurred expenses of approximately $70 thousand related to reimbursement of expenses. For the year ended December 31, 2018, the Company incurred expenses of $5.5 million related to reimbursement of expenses, which included (i) a one-time, non-recurring payment of $5 million paid in connection with services performed by TCP and its affiliates on behalf of the Company related to the GBG Acquisition, and (ii) $469 thousand of out of pocket expenses and travel reimbursement related to the GBG Acquisition. TCP does not receive any other compensation from the Company. From time to time, beginning in the third quarter of fiscal 2019, the Company has entered into informal consulting arrangements with certain employees of TCP on an individual basis (the “ TCP Employees ”), pursuant to which the TCP Employees provide financial and other consulting services at the request of the Company. For certain transaction related services related to the GBG Acquisition, TCP Employees were also issued an aggregate of 200,000 RSUs, vesting in equal halves over a two year period. For the three and nine months ended September 30, 2019, the Company paid TCP Employees approximately $50 thousand for services under these consulting arrangements and approximately $28 thousand related to reimbursements of expenses. Arthur Rabin Arthur Rabin, the father of Jason Rabin, our Chief Executive Officer and member of our Board of Directors, is our President of Sourcing. Mr. Rabin has been employed by us since the GBG Acquisition and prior to that, he was employed by GBG. Mr. Rabin is employed by us as an at-will employee at an annual salary of $1,000,000 and is entitled to participate in all company sponsored employee benefits consistent with other senior executives with similar titles. Consistent with this participation, in the third quarter of fiscal 2019, Mr. Rabin was awarded a grant of 125,000 RSUs that vest in equal yearly installments on June 1, 2020, June 1, 2021 and June 1, 2022, respectively, and 125,000 PSUs that vest on June 1, 2022, subject to performance metrics applied to other senior executives.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2019
Subsequent Events
Subsequent Events	17. Subsequent Events On October 3, 2019, the Company entered into the MIP Amendment. See “Note 11 – Equity” above.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Revenue Recognition	Revenue Recognition The Company accounts for its revenues in accordance with Accounting Standards Codification ( “ASC” ), Revenue from Contracts with Customers, (“ ASC 606 ”). 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. A refund liability is included in accounts payable and accrued expenses within the accompanying condensed consolidated balance sheets. Also, the Company records a return asset receivable in prepaid expenses and other current assets within the accompanying condensed consolidated balance sheets. The return asset receivable is evaluated for impairment each period. 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. 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. 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.
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 sold receivables, net. The Company maintains cash and cash equivalents with various financial institutions, which 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 non-recourse basis; however, such sales 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 September 30, 2019, the deferred purchase price of trade receivables sold pursuant to the RPA (as defined below) totaled $102.7 million. As of December 31, 2018, the deferred purchase price of trade receivables sold pursuant to the RPA totaled $59.3 million. 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, margin support and other dilution-related items. 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.
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 statements of cash flows. The assets related to the Company’s operating leases are included in operating lease ROU assets, and the current and long-term portions of liabilities related to the Company’s operating leases are included in current portion of operating lease liabilities and operating lease liabilities, respectively, on the condensed consolidated balance sheet as of September 30, 2019. 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 the Company cannot determine the implicit rate in its leases, the Company uses its estimated incremental borrowing rate based on information available at the date of the commencement of the lease 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.
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 right-of-use (“ 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 ”). There was no cumulative-effect adjustment recorded in connection with our adoption of ASC 842. 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 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 ROU 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 ROU 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 ROU 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.” 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, 2022 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)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
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 ROU 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 ROU 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 ROU assets.

GBG Acquisition (Tables)

GBG Acquisition (Tables)	9 Months Ended
	Sep. 30, 2019
GBG Acquisition
Schedule of allocation of the purchase price	The following table sets forth the current allocation of the purchase price to the net assets acquired and liabilities assumed, including measurement period adjustments (in thousands): Preliminary Purchase Measurement Period Revised Purchase Price Allocation Adjustments Price Allocation Assets acquired and liabilities assumed: Accounts receivable $ 65,106 $ 328 $ 65,434 Inventories 371,605 21,698 393,303 Prepaid expenses and other current assets 56,380 — 56,380 Property and equipment 86,971 — 86,971 Other assets 41 — 41 Accounts payable and accrued expenses (589,849) (2,708) (592,557) Intangible assets and liabilities acquired: Goodwill 367,725 (19,318) 348,407 Leasehold interests (2,310) — (2,310) Customer relationships 824,000 — 824,000 Preliminary purchase price $ 1,179,669 $ — $ 1,179,669
Schedule of unaudited pro forma results	Three months ended September 30, Nine months ended September 30, 2018 2018 (in thousands) (in thousands) Net sales $ 605,710 $ 1,586,177 Cost of goods sold 495,826 1,250,806 Gross margin 109,884 335,371 Gross margin % of net sales 18.1 % 21.1 % Operating expenses Selling, general and administrative 151,607 431,491 Depreciation and amortization 22,177 68,526 Total operating expenses 173,784 500,017 Operating loss (63,900) (164,646) Interest expense 38,066 114,131 Other (income) expense, net 22 (17,551) Loss before income taxes (101,988) (261,226) Income tax benefit (1,152) (2,275) Net loss $ (100,836) $ (258,951)

Accounts Receivable (Tables)

Accounts Receivable (Tables)	9 Months Ended
	Sep. 30, 2019
Accounts Receivable
Schedule of accounts receivable	Accounts receivable consisted of the following (in thousands): As of As of September 30, 2019 December 31, 2018 Insured receivables sold $ 486,122 $ 380,595 Uninsured receivables sold 39,665 43,630 Total receivables sold 525,787 424,225 Purchase price of sold receivables (423,000) (364,900) Allowances (17,337) (25,500) Sold receivables, net $ 85,450 $ 33,825 Accounts receivable, net $ 18,197 $ 27,910

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 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): As of As of September 30, 2019 December 31, 2018 Finished goods $ 430,951 $ 315,484 Raw materials and work in progress 12,352 27,468 Total inventories $ 443,303 $ 342,952

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2019
Intangible Assets and Goodwill
Schedule of goodwill	The changes in the carrying amount of goodwill (in thousands) consisted of the following: Goodwill Balance at December 31, 2018 $ 376,132 Measurement period adjustments (1) (19,318) Balance at September 30, 2019 $ 356,814 (1) Represents measurement period adjustments related to the GBG Acquisition, as discussed in Note 3

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 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 $ 46,360 $ — $ — $ — $ — $ — $ 46,360 $ — $ 46,360 1L Term Loan 4,031 32,250 32,250 32,250 536,963 — 637,744 (15,422) 622,322 2L Term Loan — — — — — 687,146 687,146 (83,613) 603,533 Convertible notes — — 18,578 — — 26,283 44,861 (4,896) 39,965 Total $ 50,391 $ 32,250 $ 50,828 $ 32,250 $ 536,963 $ 713,429 $ 1,416,111 $ (103,931) $ 1,312,180
Schedule of interest expense	The following table is a summary of total interest expense recognized (in thousands): Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Contractual coupon interest $ 37,304 $ 2,154 $ 110,230 $ 6,201 Non-cash interest expense (including amortization of discounts, deferred financing costs, and PIK) 11,504 308 31,466 896 Total interest expense $ 48,808 $ 2,462 $ 141,696 $ 7,097
2024 Convertible Notes
Schedule of summary of recorded value of convertible debt	The following table is a summary of the recorded value of the 2024 Convertible Notes as of September 30, 2019 and December 31, 2018 (in thousands): September 30, 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 1,283 — Accumulated accretion of original issue debt discount 2,229 534 Convertible note value $ 23,990 $ 21,012
Modified Convertible Notes
Schedule of summary of recorded value of convertible debt	The following table is a summary of the recorded value of the Modified Convertible Notes as of September 30, 2019 and December 31, 2018 (in thousands). September 30, 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 2,105 1,505 Accumulated accretion of original issue debt discount 2,070 1,918 Modified convertible notes value $ 15,975 $ 15,223

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2019
Leases
Summary of components of lease cost	The components of lease cost for the three and nine months ended September 30, 2019 are as follows (in thousands): Three months ended Nine months ended September 30, 2019 September 30, 2019 Lease cost Operating lease cost $ 12,250 $ 32,802 Short-term lease cost 934 5,174 Variable lease cost (1) 3,565 9,908 Total lease cost $ 16,749 $ 47,884 (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 as of September 30, 2019 are as follows (in thousands): As of September 30, 2019 Operating Leases: Operating lease right-of-use assets $ 206,096 Operating lease liabilities $ 186,680 Current portion of operating lease liabilities 28,059 Total operating lease liabilities $ 214,739 Weighted-average remaining lease term Operating leases 7.33 Years Weighted-average discount rate Operating leases 8.12 %
Schedule of cash flow information related to operating leases	As of September 30, 2019 Operating Leases: Operating lease right-of-use assets $ 206,096 Operating lease liabilities $ 186,680 Current portion of operating lease liabilities 28,059 Total operating lease liabilities $ 214,739 Weighted-average remaining lease term Operating leases 7.33 Years Weighted-average discount rate Operating leases 8.12 % Cash flow information related to operating leases for the three and nine months ended September 30, 2019 are as follows (in thousands): Three months ended Nine months ended September 30, 2019 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,381 $ 31,341
Summary of maturities of lease liabilities	Three months ended Nine months ended September 30, 2019 September 30, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 11,381 $ 31,341 Future minimum lease payments under non-cancellable leases as of the period ended September 30, 2019 are as follows (in thousands): 2019 (excluding the nine months ended September 30, 2019) $ 11,359 2020 43,716 2021 39,954 2022 36,394 2023 32,429 Thereafter 124,601 Total undiscounted lease payments 288,453 Less: imputed interest (73,714) Total lease liabilities $ 214,739
Schedule of future minimum rental payments under non-cancelable retail operating leases with lease terms in excess of one year prior to adoption of ASC 842	As of December 31, 2018, for the period prior to adoption of ASC 842, the future minimum rental payments under non-cancelable operating leases with lease terms in excess of one year were as follows (in thousands): 2019 $ 44,295 2020 39,771 2021 37,722 2022 35,554 2023 31,110 Thereafter 125,863 Total $ 314,315

Equity (Tables)

Equity (Tables)	9 Months Ended
	Sep. 30, 2019
Equity
Schedule of exercise prices for options outstanding and exercisable	The following table summarizes exercise prices for options exercisable as of September 30, 2019 (in actual amounts): Options Exercisable Weighted-Average Remaining Contractual Exercise Price Number of Shares Life (Years) $ 4.02 70,277 4.7 $ 11.40 444 5.3 70,721
Summary of the status of restricted common stock and RSUs and changes	The following table summarizes RSU activity for the nine months ended September 30, 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 4,682,672 3.26 Vested (504,320) 3.02 Forfeited (98,533) 2.48 Outstanding at September 30, 2019 9,900,379 $ 3.75

Disaggregation of Revenue (Tabl

Disaggregation of Revenue (Tables)	9 Months Ended
	Sep. 30, 2019
Disaggregation of Revenue
Summary of disaggregation of our operating segment Net Sales by product category and sales channel	Three months ended September 30, 2019 Three months ended September 30, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 412,637 $ — $ 412,637 $ — $ — $ — Accessories 133,727 — 133,727 — — — Men’s & Women’s Apparel 111,091 54,974 166,065 29,396 10,434 39,830 $ 657,455 $ 54,974 $ 712,429 $ 29,396 $ 10,434 $ 39,830 Nine months ended September 30, 2019 Nine months ended September 30, 2018 Wholesale & Direct to Wholesale & Direct to Licensing Consumer Total Licensing Consumer Total Kids $ 838,613 $ — $ 838,613 $ — $ — $ — Accessories 314,450 — 314,450 — — — Men’s & Women’s Apparel 313,067 198,403 511,470 83,486 31,128 114,614 $ 1,466,130 $ 198,403 $ 1,664,533 $ 83,486 $ 31,128 $ 114,614

Loss Per Share (Tables)

Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Basic loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Loss per common share - basic Net loss per common share - basic $ (0.15) $ (0.89) $ (2.90) $ (1.87) Diluted loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, convertible notes — — — — Dilutive common shares 58,736 14,085 58,638 13,873 Loss per common share - diluted Net loss per common share - diluted $ (0.15) $ (0.89) $ (2.90) $ (1.87)
Schedule of potential shares of common stock	Three months ended September 30, Nine months ended September 30, 2019 2018 2019 2018 Basic loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Loss per common share - basic Net loss per common share - basic $ (0.15) $ (0.89) $ (2.90) $ (1.87) Diluted loss per share computation Numerator: Net loss $ (8,979) $ (10,581) $ (170,094) $ (20,350) Less: preferred dividends — (1,892) — (5,548) Net loss attributable to common stockholders $ (8,979) $ (12,473) $ (170,094) $ (25,898) Denominator: Weighted average common shares outstanding 58,736 14,085 58,638 13,873 Effect of dilutive securities: Options, RSUs, PSUs, warrants, Series A, convertible notes — — — — Dilutive common shares 58,736 14,085 58,638 13,873 Loss per common share - diluted Net loss per common share - diluted $ (0.15) $ (0.89) $ (2.90) $ (1.87) 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 Outstanding stock options 321 71 321 71 Unvested RSUs 9,900 757 9,900 757 Unvested PSUs 2,944 453 2,944 453 Outstanding warrants 500 650 500 650 Convertible Series A Preferred Stock — 4,480 — 4,480 Convertible Series A-1 Preferred Stock — 4,588 — 4,588 Modified Convertible Notes 1,299 1,278 1,299 1,278 2024 Convertible Notes 3,125 — 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 and nine months ended September 30, 2018 (in thousands, except per share data): Three months ended Nine months ended September 30, September 30, 2018 2018 Net loss $ (10,581) $ (20,350) Less: preferred dividends (1,892) (5,548) Net loss attributable to common stockholders $ (12,473) $ (25,898) Denominator: Weighted average common shares outstanding 14,085 13,873 Loss per common share - basic and diluted under two-class method $ (0.89) $ (1.87)

Segment Information (Tables)

Segment Information (Tables)	9 Months Ended
	Sep. 30, 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 September 30, Nine months ended September 30, 2019 2018 2019 2018 (in thousands) Net sales: Kids $ 412,637 $ — $ 838,613 $ — Accessories 133,727 — 314,450 — Men’s & Women’s Apparel 166,065 39,830 511,470 114,614 $ 712,429 $ 39,830 $ 1,664,533 $ 114,614 Gross profit: Kids $ 89,871 $ — $ 164,136 $ — Accessories 32,017 — 60,836 — Men’s & Women’s Apparel 56,369 17,159 183,883 47,840 $ 178,257 $ 17,159 $ 408,855 $ 47,840 Selling, general and administrative: Kids $ 25,849 $ — $ 79,411 $ — Accessories 11,359 — 35,421 — Men’s & Women’s Apparel 62,110 25,029 200,618 58,992 $ 99,318 $ 25,029 $ 315,450 $ 58,992 Depreciation and amortization: Kids $ 10,791 $ — $ 31,263 $ — Accessories 8,448 — 24,932 — Men’s & Women’s Apparel 5,882 1,378 15,497 4,252 $ 25,121 $ 1,378 $ 71,692 $ 4,252 Other operating expense, net: Kids $ 4,775 $ — $ 17,087 $ — Accessories 5,028 — 15,701 — Men’s & Women’s Apparel 4,318 — 16,175 — $ 14,121 $ — $ 48,963 $ — Operating income (loss): Kids $ 48,456 $ — $ 36,375 $ — Accessories 7,182 — (15,218) — Men’s & Women’s Apparel (15,941) (9,248) (48,407) (15,404) $ 39,697 $ (9,248) $ (27,250) $ (15,404)

Business Description and Basi_2

Business Description and Basis of Presentation (Details)	9 Months Ended
	Sep. 30, 2019segmentitem	Sep. 30, 2018segment
Business Description and Basis of Presentation
Number of brands | item	100
Number of Reportable Segments | segment	3	3

Summary of Significant Accoun_4

Summary of Significant Accounting Policies - Concentration of Risk (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Concentration of Credit Risk
Sold Receivables Net	$ 85,450	$ 33,825
Sales
Concentration of Credit Risk
Sold Receivables Net	$ 102,700	$ 59,300

Summary of Significant Accoun_5

Summary of Significant Accounting Policies - Accounting Standards Recently Adopted (Details) - USD ($) $ in Thousands	Jan. 01, 2019	Sep. 30, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Package - Practical expedients		true
Hindsight - Practical expedients		false
Operating lease ROU assets	$ 214,000	$ 206,096
Lease liabilities		214,739
Current portion of operating lease liabilities	20,883	28,059
Accounts payable and accrued expenses	525,496	707,069	$ 525,863
Operating lease liabilities	199,857	186,680
Other non-current liabilities	208	131	6,581
Total liabilities	746,444	$ 2,234,119	1,775,578
Adjustments due to ASC 842
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease ROU assets	214,000
Adjustment to retained earnings	0
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 | Measurement Period Adjustments
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) - USD ($) $ in Millions	Oct. 29, 2018	Apr. 17, 2019
Business Acquisition
Preliminary purchase price	$ 1,200
New Revolving Facility
Business Acquisition
Modified convertible notes - face value	150	$ 200
Senior Secured Term Loan Credit Facility
Business Acquisition
Modified convertible notes - face value	645
Second Lien Term Loan Facility
Business Acquisition
Modified convertible notes - face value	$ 668

GBG Acquisition - Allocation an

GBG Acquisition - Allocation and Proforma (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018	Sep. 30, 2019	Dec. 31, 2018
Intangible assets and liabilities acquired:
Goodwill			$ 356,814	$ 376,132
Pro forma financial information (unaudited)
Net sales	$ 605,710	$ 1,586,177
Cost of goods sold	495,826	1,250,806
Gross margin	$ 109,884	$ 335,371
Gross margin % of net sales	18.10%	21.10%
Operating expenses
Selling, general and administrative	$ 151,607	$ 431,491
Depreciation and amortization	22,177	68,526
Total operating expenses	173,784	500,017
Operating loss	(63,900)	(164,646)
Interest expense	38,066	114,131
Other (income) expense, net	22	(17,551)
Loss before income taxes	(101,988)	(261,226)
Income tax benefit	(1,152)	(2,275)
Net loss	$ (100,836)	$ (258,951)
GBG
Assets acquired and liabilities assumed:
Accounts receivable			65,434
Inventories			393,303
Prepaid expenses and other current assets			56,380
Property and equipment			86,971
Other assets			41
Accounts payable and accrued expenses			(592,557)
Intangible assets and liabilities acquired:
Goodwill			348,407
Leasehold interests			(2,310)
Customer relationships			824,000
Preliminary purchase price			1,179,669
GBG | Preliminary 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
GBG | Measurement Period Adjustments
Assets acquired and liabilities assumed:
Accounts receivable			328
Inventories			21,698
Accounts payable and accrued expenses			(2,708)
Intangible assets and liabilities acquired:
Goodwill			$ (19,318)

Accounts Receivables - New Rece

Accounts Receivables - New Receivable Facility (Details) - USD ($) $ in Millions	Apr. 25, 2019	Oct. 31, 2018	Sep. 30, 2019
Accounts receivable, inventory advances and due from factor
Trade Receivables Securitization Facility Term		3 years
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	$ 600
Trade Receivables Securitization Facility Under R P A
Accounts receivable, inventory advances and due from factor
Maximum sale of undivided ownership interest	$ 600
Pool receivables declined	$ 600

Accounts Receivables - SWIMS Fa

Accounts Receivables - SWIMS Factoring Agreement (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accounts Receivable
Insured receivables sold	$ 486,122	$ 380,595
Uninsured receivables sold	39,665	43,630
Total receivables sold	525,787	424,225
Purchase price of sold receivables	(423,000)	(364,900)
Allowances	(17,337)	(25,500)
Sold receivables, net	85,450	33,825
Accounts receivable, net	$ 18,197	$ 27,910

Inventories (Details)

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Inventories
Finished goods	$ 430,951	$ 315,484
Raw materials and work in progress	12,352	27,468
Total inventories	$ 443,303	$ 342,952

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Intangibles (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Intangible Assets and Goodwill
Amortization expense related to the intangible assets	$ 19.6	$ 0.7	$ 58.5	$ 2.2

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Goodwill
Impairment charge	$ 0	$ 0	$ 0	$ 0
Goodwill, Beginning Balance			376,132
Measurement period adjustments			(19,318)
Goodwill, Ending Balance	356,814		356,814
GBG
Goodwill
Goodwill, Ending Balance	$ 348,407		$ 348,407

Debt (Details)

Debt (Details) $ / shares in Units, $ in Thousands	Apr. 25, 2019USD ($)	Oct. 29, 2018USD ($)$ / shares	Oct. 01, 2016	Jan. 18, 2016USD ($)D	Oct. 31, 2018	Sep. 30, 2019USD ($)shares	Mar. 31, 2019USD ($)	Jun. 30, 2019USD ($)	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Dec. 31, 2018USD ($)	Apr. 17, 2019USD ($)	Apr. 16, 2019USD ($)	Jan. 28, 2016USD ($)
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019						$ 50,391			$ 50,391
2020						32,250			32,250
2021						50,828			50,828
2022						32,250			32,250
2023						536,963			536,963
Thereafter						713,429			713,429
Modified convertible notes recorded value on issue date						1,416,111			1,416,111
Less: Original issue discount						(103,931)			(103,931)
Carrying Value						1,312,180			1,312,180
Paid-in-kind interest									16,575	$ 1,300
Preliminary purchase price		$ 1,200,000
Aggregate original issue discount														$ 4,700
Long-term Debt, Gross						1,416,111			1,416,111
Receivables facility period (in years)					3 years
Recorded value of the convertible note
Less: Original issue discount						(103,931)			(103,931)
Modified convertible notes recorded value on issue date						1,416,111			1,416,111
Revolving credit facilities						$ 46,360			46,360		$ 315
Tengram Capital Partners, LP
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Shares issued (in shares) | shares						200,000
New Revolving Facility
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019						$ 46,360			46,360
Modified convertible notes recorded value on issue date						46,360			46,360
Debt issuance cost												$ 1,500
Carrying Value						46,360			46,360
Aggregate principal amount		150,000										200,000	$ 150,000
Availability						139,100			139,100
Borrowings						45,000			45,000
Letters of credit						15,900			15,900
Debt Issuance Cost						6,800			6,800
Long-term Debt, Gross						46,360			46,360
Recorded value of the convertible note
Modified convertible notes - face value		150,000										200,000
Modified convertible notes recorded value on issue date						46,360			$ 46,360
New Revolving Facility | Base Rate
Five 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
Five 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 | Until October 29, 2019
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment premium (in percent)									3.00%
New Revolving Facility | From October 30, 2019 until October 29, 2020
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Prepayment premium (in percent)									2.00%
New Revolving Facility | From October 30, 2020 until October 29, 2021
Five 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
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Remainder of 2019						4,031			$ 4,031
2020						32,250			32,250
2021						32,250			32,250
2022						32,250			32,250
2023						536,963			536,963
Modified convertible notes recorded value on issue date						637,744			637,744
Less: Original issue discount						(15,422)			(15,422)
Carrying Value						622,322			622,322
Aggregate principal amount						$ 637,700			637,700			600,000	550,000
Proceeds from the issuance of term loan									$ 614,700
Step one first lien leverage ratio									2.75
Step two first lien leverage ratio									2.25
Percent of step downs									0.25%
Number of step downs									2
Effective interest rate (as a percent)						8.00%			8.00%
Long-term Debt, Gross						$ 637,744			$ 637,744
Recorded value of the convertible note
Less: Original issue discount						(15,422)			(15,422)
Modified convertible notes recorded value on issue date						$ 637,744			$ 637,744
First Lien Credit Agreement | Base Rate
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									2.50%
Margin on variable rate basis (as a percent)									5.00%
First Lien Credit Agreement | LIBOR rate loans
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									1.50%
Margin on variable rate basis (as a percent)									6.00%
First Lien Credit Agreement | Cash And Noncash Interest Related To Deferred Fees And Debt Discounts [Member]
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Effective interest rate (as a percent)						10.00%			10.00%
Second Lien Credit Agreement
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Thereafter						$ 687,146			$ 687,146
Modified convertible notes recorded value on issue date						687,146			687,146
Less: Original issue discount						(83,613)			(83,613)
Carrying Value						603,533			603,533
Aggregate principal amount						$ 668,000			668,000			$ 845,000	$ 795,000
Proceeds from the issuance of term loan									$ 646,800
Effective interest rate (as a percent)						10.00%			10.00%
Long-term Debt, Gross						$ 687,146			$ 687,146
Recorded value of the convertible note
Less: Original issue discount						(83,613)			(83,613)
Modified convertible notes recorded value on issue date						$ 687,146			$ 687,146
Second Lien Credit Agreement | From October 29, 2018 until December 31, 2019
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Percent of Payment-in-kind interest (PIK)									2.75%
Second Lien Credit Agreement | From October 29, 2018 until December 31, 2019 | Base Rate
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									2.50%
Margin on variable rate basis (as a percent)									6.00%
Second Lien Credit Agreement | From October 29, 2018 until December 31, 2019 | LIBOR rate loans
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									1.50%
Margin on variable rate basis (as a percent)									7.00%
Second Lien Credit Agreement | Thereafter December 31, 2019
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Percent of Payment-in-kind interest (PIK)									1.25%
Second Lien Credit Agreement | Thereafter December 31, 2019 | Base Rate
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									2.50%
Margin on variable rate basis (as a percent)									7.00%
Second Lien Credit Agreement | Thereafter December 31, 2019 | LIBOR rate loans
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Floor rate (in percent)									1.50%
Margin on variable rate basis (as a percent)									8.00%
Second Lien Credit Agreement | Cash And Noncash Interest Related To Deferred Fees And Debt Discounts [Member]
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Effective interest rate (as a percent)						14.00%			14.00%
Revolving Facility
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Aggregate principal amount		150,000
Availability		668,000
Convertible notes
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
2021						$ 18,578			$ 18,578
Thereafter						26,283			26,283
Modified convertible notes recorded value on issue date						44,861			44,861
Less: Original issue discount						(4,896)			(4,896)
Carrying Value						39,965			39,965
Long-term Debt, Gross						44,861			44,861
Recorded value of the convertible note
Less: Original issue discount						(4,896)			(4,896)
Modified convertible notes recorded value on issue date						44,861			44,861
Trade Receivables Securitization Facility Under R P A
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Maximum sale of undivided ownership interest	$ 600,000
Term Facility
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Aggregate principal amount		$ 645,000
Credit Facilities
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Paid-in-kind interest							$ 9,900	$ 13,100	19,100
Debt Issuance Cost						51,500			51,500
Modified Convertible Notes
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Modified convertible notes recorded value on issue date						11,800			11,800		11,800
Less: Original issue discount						(4,673)			(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		11,800
Recorded value of the convertible note
Modified convertible notes - face value				$ 16,500		16,473			16,473		16,473
Less: Original issue discount						(4,673)			(4,673)		(4,673)
Modified convertible notes recorded value on issue date						11,800			11,800		11,800
PIK interest issued									2,105		1,505
Accumulated accretion of original issue debt discount									2,070		1,918
Modified convertible notes value						15,975			15,975		15,223
Modified Convertible Notes | Conversion of Convertible Notes into Common Stock
Five 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
2024 Convertible Notes
Five year payment schedule of debt for convertible notes, line of credit and ling-term debt
Modified convertible notes recorded value on issue date						20,478			20,478		20,478
Less: Original issue discount						(4,522)			(4,522)		(4,522)
Paid-in-kind interest									1,300
Conversion price (in dollars per share) | $ / shares		$ 8
Long-term Debt, Gross						20,478			20,478		20,478
Recorded value of the convertible note
Modified convertible notes - face value		$ 25,000				25,000			25,000		25,000
Less: Original issue discount						(4,522)			(4,522)		(4,522)
Modified convertible notes recorded value on issue date						20,478			20,478		20,478
PIK interest issued									1,283
Accumulated accretion of original issue debt discount									2,229		534
Modified convertible notes value						$ 23,990			$ 23,990		$ 21,012
2024 Convertible Notes | From and after April 29, 2019 To October 29, 2019
Five 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
Five 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		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Components of interest expense
Contractual coupon interest	$ 37,304	$ 2,154	$ 110,230	$ 6,201
Non-cash interest expense (including amortization of discounts, deferred financing costs, and PIK)	11,504	308	31,466	896
Total interest expense	$ 48,808	$ 2,462	$ 141,696	$ 7,097

Fair Value Measurement of Fin_2

Fair Value Measurement of Financial Instruments (Details) - Nonrecurring - Level 3 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Fair value disclosures
Impairments of long-lived assets	$ 0	$ 0	$ 0	$ 0
Convertible notes	$ 40,000		$ 40,000

Leases (Details)

Leases (Details)	9 Months Ended
	Sep. 30, 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) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019
Lease cost
Operating lease cost	$ 12,250	$ 32,802
Short-term lease cost	934	5,174
Variable lease cost (1)	3,565	9,908
Total lease cost	$ 16,749	$ 47,884

Leases - Balance Sheet and Cash

Leases - Balance Sheet and Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Jan. 01, 2019
Operating leases:
Operating lease right-of-use assets	$ 206,096	$ 206,096	$ 214,000
Operating lease liabilities	186,680	186,680	199,857
Current portion of operating lease liabilities	28,059	28,059	$ 20,883
Total operating lease liabilities	$ 214,739	$ 214,739
Weighted-average remaining lease term, operating leases	7 years 3 months 29 days	7 years 3 months 29 days
Weighted-average discount rate, operating leases	8.12%	8.12%
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 11,381	$ 31,341

Leases - Maturity of Lease Liab

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2018	Sep. 30, 2019
Future minimum lease payments under non-cancellable leases
2019 (excluding the nine months ended September 30, 2019)		$ 11,359
2020		43,716
2021		39,954
2022		36,394
2023		32,429
Thereafter		124,601
Total undiscounted lease payments		288,453
Less: imputed interest		(73,714)
Total lease liabilities		$ 214,739
Future minimum lease payments under non-cancellable operating leases
2019	$ 44,295
2020	39,771
2021	37,722
2022	35,554
2023	31,110
Thereafter	125,863
Total minimum lease payments	314,315
Rental expense for operating leases	$ 14,200

Leases - Operating Leases Not Y

Leases - Operating Leases Not Yet Commenced (Details) $ in Millions	Sep. 30, 2019USD ($)
Lessee, Lease, Description [Line Items]
Operating leases not yet commenced, amount	$ 16.8
Minimum
Lessee, Lease, Description [Line Items]
Operating leases not yet commenced, terms	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating leases not yet commenced, terms	10 years

Equity - Incentive Plan (Detail

Equity - Incentive Plan (Details) - shares	Oct. 29, 2018	Sep. 30, 2019	Nov. 07, 2016
RSUs | Officer
Shares Reserved For Future Issuance
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
Shares Reserved For Future Issuance
Shares of common stock issuable	12,725,963
Maximum number of shares that can be awarded to any employee in one year	500,000
Number of shares of common stock authorized for issuance		3,007,747
2016 Plan | RSUs
Shares Reserved For Future Issuance
Shares of common stock issuable		7,964,156
Amended And Restated Plan
Shares Reserved For Future Issuance
Shares of common stock issuable		444

Equity - Plan Activity (Details

Equity - Plan Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2019	Jan. 01, 2019
Options Outstanding and Exercisable
Options outstanding		320,721
Exercised (in shares)	0
Number of shares	70,721
Unrecognized compensation cost
Total unrecognized compensation cost	$ 0.5
Amended And Restated Plan
Options Outstanding and Exercisable
Options outstanding		444
2016 Plan
Options Outstanding and Exercisable
Options outstanding		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)	4 years 8 months 12 days
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 3 months 18 days

Equity - Restricted Stock Units

Equity - Restricted Stock Units (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Oct. 29, 2018
RSUs
Restricted Stock Units
Outstanding at the beginning of the period (in shares)			5,820,560
Granted (in shares)			4,682,672
Vested (in shares)			(504,320)
Forfeited (in shares)			(98,533)
Outstanding at the end of the period (in shares)	9,900,379		9,900,379
Weighted-Average Grant-Date Fair Value
Outstanding at the beginning of the period (in dollars per share)			$ 4.06
Granted (in dollars per share)			3.26
Vested (in dollars per share)			3.02
Forfeited (in dollars per share)			2.48
Outstanding at the end of the period (in dollars per share)	$ 3.75		$ 3.75
Unrecognized compensation cost
Stock based compensation expense recognized	$ 2.4	$ 0.6	$ 7.2	$ 2.1
Total unrecognized compensation	$ 29.4		$ 29.4
Weighted-average period for recognition of unrecognized compensation cost			2 years 2 months 12 days
PSUs
Restricted Stock Units
Granted (in shares)	1,593,500
Forfeited (in shares)	0
Outstanding at the end of the period (in shares)	2,943,500		2,943,500
Unrecognized compensation cost
Stock based compensation expense recognized	$ 0.5	$ 0	$ 1.3	$ 0
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		9 Months Ended
	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)segment	Sep. 30, 2018USD ($)segment
Disaggregation of Revenue [Line Items]
Number of reportable segments | segment			3	3
Net sales	$ 712,429	$ 39,830	$ 1,664,533	$ 114,614
International
Disaggregation of Revenue [Line Items]
Net sales	27,900		58,800
Kids
Disaggregation of Revenue [Line Items]
Net sales	412,637		838,613
Accessories
Disaggregation of Revenue [Line Items]
Net sales	133,727		314,450
Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	166,065	39,830	511,470	114,614
Wholesale and licensing
Disaggregation of Revenue [Line Items]
Net sales	657,455	29,396	1,466,130	83,486
Wholesale and licensing | Kids
Disaggregation of Revenue [Line Items]
Net sales	412,637		838,613
Wholesale and licensing | Accessories
Disaggregation of Revenue [Line Items]
Net sales	133,727		314,450
Wholesale and licensing | Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	111,091	29,396	313,067	83,486
Retail
Disaggregation of Revenue [Line Items]
Net sales	54,974	10,434	198,403	31,128
Retail | Men's & Women's Apparel
Disaggregation of Revenue [Line Items]
Net sales	$ 54,974	$ 10,434	$ 198,403	$ 31,128

Loss Per Share (Details)

Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Numerator:
Net loss	$ (8,979)	$ (10,581)	$ (170,094)	$ (20,350)
Less: preferred dividends		(1,892)		(5,548)
Net loss attributable to common stockholders	$ (8,979)	$ (12,473)	$ (170,094)	$ (25,898)
Denominator:
Weighted average common shares outstanding (in shares)	58,736	14,085	58,638	13,873
Loss per common share - basic (in dollars per share)	$ (0.15)	$ (0.89)	$ (2.90)	$ (1.87)
Numerator:
Net loss	$ (8,979)	$ (10,581)	$ (170,094)	$ (20,350)
Less: preferred dividends		(1,892)		(5,548)
Net loss attributable to common stockholders	$ (8,979)	$ (12,473)	$ (170,094)	$ (25,898)
Denominator:
Weighted average common shares outstanding (in shares)	58,736	14,085	58,638	13,873
Dilutive common shares	58,736	14,085	58,638	13,873
Loss per common share - diluted (in dollars per share)	$ (0.15)	$ (0.89)	$ (2.90)	$ (1.87)
Modified Convertible Notes
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	1,299	1,278	1,299	1,278
2024 Convertible Notes
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	3,125		3,125
Preferred Series A
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)		4,480		4,480
Series A-1
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)		4,588		4,588
Warrants
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	500	650	500	650
Stock options
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	321	71	321	71
RSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	9,900	757	9,900	757
PSUs
Denominator:
Anti-dilutive securities excluded from computation of earnings per share (in shares)	2,944	453	2,944	453

Loss Per Share - Two Class Meth

Loss Per Share - Two Class Method (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Loss Per Share
Net loss		$ (10,581)		$ (20,350)
Less: preferred dividends		(1,892)		(5,548)
Net loss attributable to common stockholders	$ (8,979)	$ (12,473)	$ (170,094)	$ (25,898)
Denominator:
Weighted average common shares outstanding (in shares)	58,736	14,085	58,638	13,873
Loss per common share - basic and diluted under two-class method (in dollars per share)		$ (0.89)		$ (1.87)
Preferred dividends	$ 0		$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Tax Expense (Benefit)	$ 50			$ (1,151)	$ 1,574	$ (2,275)
Effective tax rate from continuing operations (as a percent)					0.90%
Deferred expenses relating to valuation allowance			$ 1,600
Deferred expenses relating to valuation allowance (as a percent)			1.00%
Unrecognized tax benefits	$ 100				$ 100
NORWAY
Deferred benefit relating to net operating losses		$ 200			100
Deferred benefit relating to net operating losses ( as a percent)		0.20%
NORWAY | Minimum
Income Tax Expense (Benefit)		$ 100			$ 100
Effective tax rate from continuing operations (as a percent)		0.10%

Segment Information (Details)

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019USD ($)	Sep. 30, 2018USD ($)	Sep. 30, 2019USD ($)segment	Sep. 30, 2018USD ($)segment
Segment information
Number of reportable business segments | segment			3	3
Net sales	$ 712,429	$ 39,830	$ 1,664,533	$ 114,614
Gross profit	178,257	17,159	408,855	47,840
Selling, general and administrative	99,318	25,029	315,450	58,992
Depreciation and amortization	25,121	1,378	71,692	4,252
Other operating expense, net	14,121		48,963
Operating income (loss)	39,697	(9,248)	(27,250)	(15,404)
Men’s & Women’s Apparel
Segment information
Net sales	166,065	39,830	511,470	114,614
Gross profit	56,369	17,159	183,883	47,840
Selling, general and administrative	62,110	25,029	200,618	58,992
Depreciation and amortization	5,882	1,378	15,497	4,252
Other operating expense, net	4,318		16,175
Operating income (loss)	(15,941)	$ (9,248)	(48,407)	$ (15,404)
Kids
Segment information
Net sales	412,637		838,613
Gross profit	89,871		164,136
Selling, general and administrative	25,849		79,411
Depreciation and amortization	10,791		31,263
Other operating expense, net	4,775		17,087
Operating income (loss)	48,456		36,375
Accessories
Segment information
Net sales	133,727		314,450
Gross profit	32,017		60,836
Selling, general and administrative	11,359		35,421
Depreciation and amortization	8,448		24,932
Other operating expense, net	5,028		15,701
Operating income (loss)	$ 7,182		$ (15,218)

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Tengram Capital Partners, LP
Related party transactions
Total related party expenses		$ 70,000	$ 5,500,000
GBG acquisition related costs			5,000,000
Related party expenses, component professional fees and travel reimbursement.			$ 469,000
Shares issued (in shares)	200,000
Vesting period (in years)	2 years
Related party transaction service expenses paid		50,000
Related party transactions expenses reimbursed		28,000
Arthur Rabin
Related party transactions
Annual salary		$ 1,000,000
Arthur Rabin | RSUs
Related party transactions
Shares issued (in shares)	125,000
Arthur Rabin | PSUs
Related party transactions
Shares issued (in shares)	125,000