10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

or

◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ______________________.

Commission File Number 001‑37656

SEQUENTIAL BRANDS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	47‑4452789
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

601 West 26th Street, 9th Floor

New York, New York 10001

(Address of principal executive offices) (Zip Code)

(646) 564‑2577

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer ◻      Accelerated filer ☒
Non-accelerated filer ◻	Smaller reporting company ◻	Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ◻ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common stock, par value $0.01 per share	SQBG	NASDAQ Capital Market

As of May 2, 2019, the registrant had 64,653,294 shares of common stock, par value $0.01 per share, outstanding.

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

INDEX TO FORM 10‑Q

		Page
	PART I FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
	PART II OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 6.	Exhibits	40

2

Forward-Looking Statements

This quarterly report on Form 10‑Q (this “Quarterly Report”), including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We use words such as “future,” “seek,” “could,” “can,” “predict,” “believe,” “intend,” “expect,” “anticipate,” “plan,” “may,” “will,” “should,” “estimate,” “potential,” “project” and similar expressions to identify forward-looking statements. Such statements include, among others, those concerning our expected financial performance and strategic and operational plans, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and that a number of risks and uncertainties could cause actual results to differ materially from those anticipated in the forward-looking statements. Such risks and uncertainties include, but are not limited to the following: (i) risks and uncertainties discussed in the reports that the Company has filed with the Securities and Exchange Commission (the “SEC”); (ii) general economic, market or business conditions; (iii) the Company’s ability to identify suitable targets for acquisitions and to obtain financing for such acquisitions on commercially reasonable terms; (iv) the Company’s ability to timely achieve the anticipated results of recent acquisitions and any potential future acquisitions; (v) the Company’s ability to successfully integrate acquisitions into its ongoing business; (vi) the potential impact of the consummation of recent acquisitions or any potential future acquisitions on the Company’s relationships, including with employees, licensees, customers and competitors; (vii) the Company’s ability to achieve and/or manage growth and to meet target metrics associated with such growth; (viii) the Company’s ability to successfully attract new brands and to identify suitable licensees for its existing and newly acquired brands; (ix) the Company’s substantial level of indebtedness, including the possibility that such indebtedness and related restrictive covenants may adversely affect the Company’s future cash flows, results of operations and financial condition and decrease its operating flexibility; (x) the Company’s ability to achieve its guidance; (xi) continued market acceptance of the Company’s brands; (xii) changes in the Company’s competitive position or competitive actions by other companies; (xiii) licensees’ ability to fulfill their financial obligations to the Company; (xiv) concentrations of the Company’s licensing revenues with a limited number of licensees and retail partners; (xv) risks that the Martha sale may not be completed; (xvi) risks related to the effects of the Martha sale and (xvii) other circumstances beyond the Company’s control.

Forward-looking statements speak only as of the date they are made and are based on current expectation and assumptions. You should not put undue reliance on any forward-looking statement. We are not under any obligation, and we expressly disclaim any obligation, to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to such or other forward-looking statements.

Where You Can Find Other Information

Our corporate website address is www.sequentialbrandsgroup.com. The information contained on our website is not part of this Quarterly Report. We file our annual, quarterly and current reports and other information with the SEC. These reports, and any amendments to these reports, are made available on our website and can be viewed and downloaded free of charge as soon as reasonably practicable after such reports are filed with or furnished to the SEC. The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room located at 100 F Street, NE, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1‑800‑SEC‑0330. In addition, the SEC maintains an internet site that contains annual, quarterly and current reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, which is available at www.sec.gov.

Unless otherwise noted, references in this Quarterly Report to the “Sequential Brands Group,” “Company,” “our Company,” “we,” “us,” “our” or similar pronouns refer to Sequential Brands Group, Inc. and its subsidiaries. References to other companies may include their trademarks, which are the property of their respective owners.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	March 31,		December 31,
	2019		2018
		(Unaudited)	(Note 2)
Assets
Current Assets:
Cash	$	14,925	$	14,106
Restricted cash		2,036		2,032
Accounts receivable, net		56,465		66,202
Prepaid expenses and other current assets		9,290		11,224
Total current assets		82,716		93,564
Property and equipment, net		8,528		8,971
Intangible assets, net		803,194		964,911
Right-of-use assets - operating leases		49,317		-
Other assets		12,953		11,222
Total assets	$	956,708	$	1,078,668
Liabilities and Equity
Current Liabilities:
Accounts payable and accrued expenses	$	21,844	$	23,527
Current portion of long-term debt		28,300		28,300
Current portion of deferred revenue		12,013		11,695
Current portion of lease liabilities - operating leases		2,761		-
Total current liabilities		64,918		63,522
Long-term debt, net of current portion		576,737		582,487
Long-term deferred revenue, net of current portion		7,319		8,224
Deferred income taxes		27,914		67,002
Lease liabilities - operating leases		53,623		-
Other long-term liabilities		7,376		12,789
Total liabilities		737,887		734,024
Commitments and Contingencies
Equity:
Preferred stock Series A, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at March 31, 2019 and 2018		-		-
Common stock, $0.01 par value; 150,000,000 shares authorized; 66,447,913 and 65,990,179 shares issued at March 31, 2019 and December 31, 2018, respectively, and 64,650,477 and 64,327,582 shares outstanding at March 31, 2019 and December 31, 2018, respectively		662		657
Additional paid-in capital		514,485		513,764
Accumulated other comprehensive loss		(3,034)		(1,554)
Accumulated deficit		(360,068)		(234,723)
Treasury stock, at cost;  1,797,436 and 1,662,597 shares at March 31, 2019 and December 31, 2018, respectively		(4,396)		(4,226)
Total Sequential Brands Group, Inc. and Subsidiaries stockholders’ equity		147,649		273,918
Noncontrolling interests		71,172		70,726
Total equity		218,821		344,644
Total liabilities and equity	$	956,708	$	1,078,668

See Notes to Condensed Consolidated Financial Statements.

4

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

	Three Months Ended March 31,
	2019		2018
Net revenue	$	36,913	$	38,104
Operating expenses		22,770		18,050
Impairment charges		161,224		-
Loss on asset held for sale		-		5,142
(Loss) income from operations		(147,081)		14,912
Other income		(300)		(135)
Interest expense, net		15,654		15,392
Loss before income taxes		(162,435)		(345)
Benefit from income taxes		(38,629)		(41)
Net loss		(123,806)		(304)
Net income attributable to noncontrolling interests		(1,539)		(1,960)
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries	$	(125,345)	$	(2,264)
Loss per share attributable to Sequential Brands Group, Inc. and Subsidiaries:
Basic and diluted	$	(1.95)	$	(0.04)
Weighted-average common shares outstanding:
Basic and diluted		64,221,687		63,232,138

See Notes to Condensed Consolidated Financial Statements.

5

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(in thousands, except share data)

																		Total
																		Sequential
																		Brands
																		Group, Inc.
										Accumulated								and
								Additional		Other								Subsidiaries
	Preferred Stock			Common Stock				Paid-in		Comprehensive		Accumulated		Treasury Stock				Stockholders'		Noncontrolling		Total
	Shares	Amount		Shares		Amount		Capital		Income (Loss)		Deficit		Shares		Amount		Equity		Interests		Equity
Balance at January 1, 2018	—	$	—		63,652,721	$	635	$	508,444	$	80	$	(225,369)		(424,994)	$	(1,799)	$	281,991	$	71,547	$	353,538
Cumulative effect of revenue recognition accounting change	—		—		—		—		—		—		1,130		—		—		1,130		355		1,485
Stock-based compensation	—		—		452,929		2		1,343		—		—		—		—		1,345		—		1,345
Shares issued under stock incentive plan	—		—		843,486		8		1,492		—		—		—		—		1,500		—		1,500
Unrealized gain on interest rate caps, net of tax	—		—		—		—		—		679		—		—		—		679		—		679
Repurchase of common stock	—		—		—		—		—		—		—		(986,858)		(1,919)		(1,919)		—		(1,919)
Noncontrolling interest distributions	—		—		—		—		—		—		—		—		—		—		(1,244)		(1,244)
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		—		—		—		1,960		1,960
Net loss attributable to common stockholders	—		—		—		—		—		—		(2,264)		—		—		(2,264)		—		(2,264)
Balance at March 31, 2018	—	$	—		64,949,136	$	645	$	511,279	$	759	$	(226,503)		(1,411,852)	$	(3,718)	$	282,462	$	72,618	$	355,080
Balance at January 1, 2019	—	$	—		65,990,179	$	657	$	513,764	$	(1,554)	$	(234,723)		(1,662,597)	$	(4,226)	$	273,918	$	70,726	$	344,644
Stock-based compensation	—		—		457,734		5		721		—		—		—		—		726		—		726
Unrealized loss on interest rate swaps, net of tax	—		—		—		—		—		(1,480)		—		—		—		(1,480)		—		(1,480)
Repurchase of common stock	—		—		—		—		—		—		—		(134,839)		(170)		(170)		—		(170)
Noncontrolling interest distributions	—		—		—		—		—		—		—		—		—		—		(1,093)		(1,093)
Net income attributable to noncontrolling interests	—		—		—		—		—		—		—		—		—		—		1,539		1,539
Net loss attributable to common stockholders	—		—		—		—		—		—		(125,345)		—		—		(125,345)		—		(125,345)
Balance at March 31, 2019	—	$	—		66,447,913	$	662	$	514,485	$	(3,034)	$	(360,068)		(1,797,436)	$	(4,396)	$	147,649	$	71,172	$	218,821

See Notes to Condensed Consolidated Financial Statements.

6

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Three Months Ended March 31,
	2019		2018
Cash flows from operating activities
Net loss	$	(123,806)	$	(304)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for bad debts		80		-
Depreciation and amortization		1,011		906
Stock-based compensation		726		2,845
Amortization of deferred financing costs		1,325		944
Impairment charges		161,224		-
Gain on equity securities		328		-
Amortization of operating leases		1,544		-
Loss on sale of assets		-		5,142
Deferred income taxes		(39,088)		(53)
Changes in operating assets and liabilities:
Accounts receivable		9,657		10,528
Prepaid expenses and other assets		246		(1,231)
Accounts payable and accrued expenses		(1,683)		(2,165)
Deferred revenue		(587)		(154)
Other liabilities		(1,416)		1,202
Cash provided by operating activities		9,561		17,660
Cash flows from investing activities
Investments in intangible assets, including registration and renewal costs		(42)		(47)
Purchases of property and equipment		(33)		(1,792)
Cash used in investing activities		(75)		(1,839)
Cash flows from financing activities
Payment of long-term debt		(7,075)		(7,075)
Guaranteed payments in connection with acquisitions		(325)		(650)
Repurchases of common stock		(170)		(1,919)
Noncontrolling interest distributions		(1,093)		(1,244)
Cash used in financing activities		(8,663)		(10,888)
Cash and restricted cash:
Net increase in cash and restricted cash		823		4,933
Balance — Beginning of period		16,138		20,433
Balance — End of period	$	16,961	$	25,366
Reconciliation to amounts on condensed consolidated balance sheets
Cash		14,925		23,337
Restricted Cash		2,036		2,029
Total cash and restricted cash	$	16,961	$	25,366
Supplemental disclosures of cash flow information
Cash paid for:
Interest	$	14,420	$	14,513
Taxes	$	2	$	-
Non-cash investing and financing activities
Accrued purchases of property and equipment at period end	$	-	$	1,114
Unrealized gain on interest rate cap, net during the period	$	-	$	679
Unrealized loss on interest rate swaps, net during the period	$	(1,480)	$	-

See Notes to Condensed Consolidated Financial Statements.

7

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

1.           Organization and Nature of Operations

Overview

Sequential Brands Group, Inc. (the “Company”) owns a portfolio of consumer brands in the fashion, active and home categories. The Company aims to maximize the strategic value of its brands by promoting, marketing and licensing its global brands through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope of and diversify its portfolio of brands. The Company licenses brands to both wholesale and direct-to-retail licensees. In a wholesale license, a wholesale supplier is granted rights (typically on an exclusive basis) to a single or small group of related product categories for a particular brand for sale to multiple accounts within an approved channel of distribution and territory. In a direct-to-retail license, a single retailer is granted the right (typically on an exclusive basis) to sell branded products in a broad range of product categories through its brick and mortar stores and e-commerce sites. As of March 31, 2019, the Company had approximately one-hundred forty licensees, with wholesale licensees comprising a significant majority.  Refer to Note 11 for discussion regarding the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”) subsequent to March 31, 2019.

2.           Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10‑Q  and Rule 10‑01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the Company’s opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, as filed with the SEC on March 14, 2019, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2018, 2017 and 2016. The financial information as of December 31, 2018 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

8

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), which became effective for the Company as of January 1, 2018.  ASC 606 requires a five-step approach to determine the appropriate method of revenue recognition for each contractual arrangement:

Step 1: Identify the Contract(s) with a Customer

Step 2: Identify the Performance Obligation(s) in the Contract

Step 3: Determine the Transaction Price

Step 4: Allocate the Transaction Price to the Performance Obligation(s) in the Contract

Step 5: Recognize Revenue when (or as) the Entity Satisfies a Performance Obligation

The Company has entered into various license agreements for its owned trademarks. Under ASC 606, the Company’s agreements are generally considered symbolic licenses, which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the intellectual property (“IP”) and benefiting from it throughout the license period. The Company assesses each license agreement at inception and determines the performance obligation(s) and appropriate revenue recognition method. As part of this process, the Company applies judgments based on historical trends when estimating future revenues and the period over which to recognize revenue.

The Company generally recognizes revenue for license agreements under the following methods:

1. Licenses with guaranteed minimum royalties (“GMRs”):  Generally, guaranteed minimum royalty payments (fixed revenue) comprising the transaction price are recognized on a straight-line basis over the term of the contract, as defined in each license agreement.

2. Licenses with both GMRs (fixed revenue) and earned royalties (variable revenue):  Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimum payments for the period, as defined in each license agreement, will be exceeded. Additionally, the Company has categorized certain contracts as variable when there is a history and future expectation of exceeding GMRs. The Company recognizes income for these contracts during the period corresponding to the licensee’s sales.

3. Licenses that are sales-based only or earned royalties: Earned royalties (variable revenue) are recognized as income during the period corresponding to the licensee’s sales.

Payments received as consideration for the grant of a license or advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized into revenue under the methods described above.

9

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets.

The Company disaggregates its revenue into two categories: licensing agreements and other, which is comprised of revenue from sources such as editorial content for books, television, sales commissions and vendor placement commissions.

With respect to editorial content for books, the Company receives advance payments from the Company’s publishers and recognizes revenue when manuscripts are delivered to and accepted by the publishers. Revenue is also earned from book publishing when sales on a unit basis exceed the advanced royalty.

Television sponsorship revenues are generally recorded ratably across the period when new episodes initially air. Revenue from media content is recognized at a point in time, when the content is delivered and accepted.

Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned.

The Company entered into a transaction with a media company for which it receives advertising credits as part of the consideration exchanged. These transactions are recorded at the estimated fair value of the advertising credits received, as their fair value is deemed more readily determinable than the fair value of the trademark licensing right provided by the Company, in accordance with ASC 845, Nonmonetary Transactions. The fair value of the advertising credits are recorded as revenue and in other assets when earned, and expensed when the advertising credits are utilized.  No revenue was recorded for the three months ended March 31, 2019 and 2018 related to the advertising credits. The Company recorded $0.9 million and less than $0.1 million of expense related to the advertising credits utilized for the three months ended March 31, 2019 and 2018, respectively. 

Restricted Cash

Restricted cash consists of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities.

Accounts Receivable

Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $1.8 million and $2.1 million as of March 31, 2019 and December 31, 2018, respectively.

The Company’s accounts receivable, net amounted to $56.5 million and $66.2 million as of March 31, 2019 and December 31, 2018, respectively. Two licensees accounted for approximately 35% (22% and 13%) of the Company’s total consolidated accounts receivable balance as of March 31, 2019 and three licensees accounted for approximately 44% (19%, 13% and 12%) of the Company’s total consolidated accounts receivable balance as of December 31, 2018. The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience.

10

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Investments

The Company accounts for equity securities under ASC 321, Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the consolidated balance sheets and, at the time of purchase, are reported in the consolidated statements of cash flows as an investing activity. Gains and losses on equity securities are recognized through net loss.  The Company recognized a gain on its equity securities of $0.3 million recorded in other income on the condensed consolidated statement of operations for the three months ended March 31, 2019. 

Equity Method Investment

For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC, which is included in other assets in the condensed consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the three months ended March 31, 2019 and 2018, is included in other income in the unaudited condensed consolidated statements of operations.

The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary.

Intangible Assets

On an annual basis (October 1st) and as needed, the Company tests indefinite lived trademarks for impairment through the use of discounted cash flow models. Assumptions used in our discounted cash flow models include: (i) discount rates; (ii) projected average revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances.  Other intangibles with determinable lives, including certain trademarks, customer agreements and patents, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 2 to 15 years).

During the quarter ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 11) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories. These charges are included in impairment charges in the unaudited condensed consolidated statements of operations.  See Note 3, Note 6 and Note 11 for further information. 

Treasury Stock

Treasury stock is recorded at cost as a reduction of equity in the condensed consolidated balance sheets.

Stock-Based Compensation

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock and restricted stock units, for which restrictions lapse

11

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

with the passage of time (“time-based restricted stock”), compensation cost is recognized on a straight-line basis over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total shares of common stock outstanding upon the lapse of applicable restrictions. For restricted stock, for which restrictions are based on performance measures (“performance stock units” or “PSUs”), restrictions lapse when those performance measures have been deemed achieved. Compensation cost for PSUs is recognized on a straight-line basis during the period from the date on which the likelihood of the PSUs being earned is deemed probable and (x) the end of the fiscal year during which such PSUs are expected to vest or (y) the date on which awards of such PSUs may be approved by the compensation committee of the Company’s board of directors (the “Compensation Committee”) on a discretionary basis, as applicable. PSUs are included in total shares of common stock outstanding upon the lapse of applicable restrictions. PSUs are included in total diluted shares of common stock outstanding when the performance measures have been deemed achieved but the PSUs have not yet been issued.

Fair value for stock options and warrants is calculated using the Black-Scholes valuation model and is expensed on a straight-line basis over the requisite service period of the grant. Compensation cost is reduced for forfeitures as they occur in accordance with ASU 2016‑09 Simplifying the Accounting for Share-Based Payments (“ASU 2016‑09”).

The Company adopted ASU No. 2018-07 Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as of January 1, 2019 on a modified retrospective basis.  In accordance with ASU 2018-07, the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant.  Prior periods have not been restated and were accounted for under the previous method where at each reporting period prior to the lapse of restrictions on warrants, time-based restricted stock and PSUs granted to non-employees, the Company remeasured the aggregate compensation cost of such grants using the Company’s fair value at the end of such reporting period and revised the straight-line recognition of compensation cost in line with such remeasured amount.

Leases

The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU No. 2016-02 Leases (“ASU 2016-02” or “ASC 842”) as of January 1, 2019 using the modified retrospective method as of the period of adoption.  The Company elected the package of practical expedients upon transition where the Company did not reassess the lease classification and initial direct costs for leases that existed prior to adoption.  Additionally, the Company did not reassess contracts entered into prior to adoption to determine whether the arrangement was or contained a lease.  In accordance with ASU 2016-02, for leases over twelve months the Company records a right-of-use asset and a lease liability representing the present value of future lease payments.  Rent expense is recognized on a straight-line basis over the term of the lease.  See Note 5 for further information.

Income Taxes

Current income taxes are based on the respective periods’ taxable income for federal, foreign and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using statutory tax rates in effect for the year in which the differences are expected to reverse. In accordance with ASU No. 2015‑17 Balance Sheet Classification of Deferred Taxes, all deferred income taxes are reported and classified as non-current. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company applies the FASB guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. During the years ended December 31, 2018 and 2017, the Company did not have any reserves or interest and penalties to record through current income tax expense in accordance with ASC 740, Income Taxes (“ASC 740”). Interest and penalties related to uncertain

12

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2015 through December 31, 2018.

Earnings Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the quarters ended March 31, 2019 and 2018.

The computation of diluted EPS for the three months ended March 31, 2019 and 2018 would exclude the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2019	2018
Unvested restricted stock	492,619	502,283

Concentration of Credit Risk

Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. Cash is held to meet working capital needs and future acquisitions. Restricted cash is pledged as collateral for a comparable amount of irrevocable standby letters of credit for certain of the Company’s leased properties. Substantially all of the Company’s cash and restricted cash are deposited with high quality financial institutions. At times, however, such cash and restricted cash may be in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses in such accounts as of March 31, 2019.

Concentration of credit risk with respect to accounts receivable is minimal due to the collection history. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable.

Customer Concentrations

The Company recorded net revenues of $36.9 million and $38.1 million during the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019, three licensees represented at least 10% of net revenue, accounting for 12%, 11% and 10% of the Company’s net revenue. During the three months ended March 31, 2018, two licensees represented at least 10% of net revenue, accounting for 11% and 10% of the Company’s net revenue.

Loss Contingencies

The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred.

13

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Noncontrolling Interest

Noncontrolling interest recorded for the three months ended March 31, 2019 and 2018 represents income allocations to Elan Polo International, Inc., a member of DVS Footwear International, LLC and With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). 

Reportable Segment

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign offices or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from television, book, and certain commissions.

New Accounting Pronouncements

ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606”

In November 2018, the FASB issued ASU No. 2018-18 “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606” (“ASU 2018-18”).  ASU 2018-18 amends ASC 808, Collaborative Arrangements (“ASC 808”) and ASC 606, Revenue from Contracts with Customers (“ASC 606”) to clarify that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer.

ASU 2018-18 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted.  The Company does not expect the adoption of ASU 2018-18 to have a material impact on the Company’s consolidated financial statements.

ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”

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” (“ASU 2018-13”).  ASU 2018-13 eliminates, amends, and adds certain disclosure requirements for fair value measurements.

ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for the entire standard or for the provisions that eliminate or amend disclosure requirements.  The Company does not expect the adoption of ASU 2018-13 to have a material impact on the Company’s condensed consolidated financial statements.

14

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

3.           Fair Value Measurement of Financial Instruments

ASC 820‑10, Fair Value Measurements and Disclosures (“ASC 820‑10”), defines fair value, establishes a framework for measuring fair value in GAAP and provides for expanded disclosure about fair value measurements. ASC 820‑10 applies to all other accounting pronouncements that require or permit fair value measurements.

The Company determines or calculates the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments while estimating for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flows.

Assets and liabilities typically recorded at fair value on a non-recurring basis to which ASC 820‑10 applies include:

· non-financial assets and liabilities initially measured at fair value in an acquisition or business combination, and

· long-lived assets measured at fair value due to an impairment assessment under ASC 360‑10‑15, Impairment or Disposal of Long-Lived Assets.

This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820‑10 requires that assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories:

· Level 1 - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

· Level 2 - inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

· Level 3 - inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 classification.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company classifies such financial assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

15

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

During the three months ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Notes 6 and 12) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.  The following table shows the change in indefinite-lived intangible assets for the three months ended March 31, 2019 (in thousands):

Balance at January 1, 2019	$	954,929
Additions		28
Impairment charges		(161,224)
Balance at March 31, 2019	$	793,733

As of March 31, 2019 and December 31, 2018, there were no assets or liabilities that are required to be measured at fair value on a recurring basis, except for interest rate swaps and Legacy Payments (as defined below) to Ms. Martha Stewart. The following table sets forth the carrying value and the fair value of the Company’s financial assets and liabilities required to be disclosed at March 31, 2019 and December 31, 2018:

		Carrying Value				Fair Value
Financial Instrument	Level	3/31/2019		12/31/2018		3/31/2019		12/31/2018
	(in thousands)
Equity securities	1	$	955	$	627	$	955	$	627
Interest rate swaps - liability	2	$	3,941	$	2,019	$	3,941	$	2,019
Term loans	2	$	512,775	$	519,850	$	509,034	$	515,742
Revolving loan	2	$	115,000	$	115,000	$	114,855	$	114,827
Legacy Payments	3	$	2,629	$	2,553	$	2,629	$	2,553

The carrying amounts of the Company’s cash, restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term maturities.

In December 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions.  The Company recorded its interest rates swaps in accounts payable and accrued expenses and other long-term liabilities on the condensed consolidated balance sheets at fair value using Level 2 inputs.  The 2018 Swap Agreements have a $300 million notional value and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022.

The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt.  The 2018 Swap Agreements protect the Company from increases in changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional.  The Company will periodically assess the effectiveness of the hedge (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship.  To the extent the hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings. 

16

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

The components of the 2018 Swap Agreements as of March 31, 2019 are as follows:

	Notional Value		Derivative Asset		Derivative Liability
	(in thousands)
LIBOR based loans	$	300,000	$	—	$	3,941

For purposes of this fair value disclosure, the Company based its fair value estimate for the 2016 Term Loans and 2016 Revolving Loan (each, as defined in Note 7 – both under and prior to the amendment) on its internal valuation whereby the Company applied the discounted cash flow method to its expected cash flow payments due under the loan agreements based on interest rates as of March 31, 2019 and December 31, 2018 for debt with similar risk characteristics and maturities.

In connection with the acquisition of MSLO, beginning with calendar years commencing on or after January 1, 2026, the Company will pay Ms. Stewart three and one-half percent (3.5%) of Gross Licensing Revenues (as defined in Ms. Stewart’s employment agreement) for each such calendar year for the remainder of Ms. Stewart’s life (with a minimum of five (5) years of payments, to be made to Ms. Stewart’s estate if Ms. Stewart dies before December 31, 2030) (the “Legacy Payments”). The Company recorded $0.1 million and less than $0.1 million of accretion during the three months ended March 31, 2019 and 2018, respectively, related to the Legacy Payments and recorded the expense within interest expense, net in the unaudited condensed consolidated statements of operations.  Refer to Note 11 for discussion regarding the sale of MSLO subsequent to March 31, 2019.

4.           Revenues

The Company has entered into various license agreements that provide revenues in exchange for use of the Company’s IP. Licensing agreements are the Company’s primary source of revenue. The Company also derives revenue from other sources such as editorial content for books, television sponsorships, commissions and vendor placement commissions.

Disaggregated Revenue

The following table presents revenue disaggregated by source:

	Three Months Ended March 31,
	2019		2018
	(in thousands)
Licensing agreements	$	35,162	$	37,527
Other		1,751		577
Total	$	36,913	$	38,104

Contract Balances

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets. 

17

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

The below table summarizes the Company’s contract assets and contract liabilities:

	March 31,		December 31,
	2019		2018
	(in thousands)
Contract assets	$	3,458	$	3,167
Contract liabilities		4,483		4,999

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company has reviewed its various revenue streams for its existing contracts under the five-step approach. The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments (fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimums payments for the period, as defined in each license agreement, will be exceeded.

Licensing for trademarks is the Company’s largest revenue source. Under ASC 606, the Company’s agreements are generally considered symbolic licenses which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the IP and benefiting from it throughout the license period. As such, the Company primarily records revenue from licenses on a straight-line basis over the license period as the performance obligation is satisfied over time. The Company applies its judgment based on historical trends when estimating future revenues and the period over which to recognize revenue when evaluating its licensing contracts.

Deferred revenue will be recognized as the Company fulfills its performance obligations over periods of approximately one to five years.

The below table summarizes amounts related to future performance obligations under fixed contractual arrangements as of March 31, 2019 and the periods in which they are expected to be earned and recognized as revenue:

	2019		2020		2021		2022		2023		Thereafter
Future Performance Obligations	$	62,671	$	64,610	$	48,925	$	23,577	$	18,888	$	16,464

The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts in accordance with the optional exemption allowed for under ASC 606. The Company has categorized certain contracts as variable when there is a history and future expectation of exceeding guaranteed minimum royalties.

5.           Leases

The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective method as of the period of adoption.  The Company elected the package of practical expedients upon transition where the Company did not reassess the lease classification and initial direct costs for leases that existed prior to adoption.  Additionally, the Company did not reassess contracts entered into prior to adoption to determine whether the arrangement was or contained a lease.  At January 1, 2019, the Company did not have any leases that had not yet commenced.  The Company also elected the practical expedient to not recognize right-of-use assets or lease liabilities for leases with a term of twelve months or less.

18

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

The Company determines if an arrangement contains a lease and the lease term at contract inception based on the terms of each arrangement.  The Company’s operating leases contain options to extend and early termination options.  The Company will evaluate the terms on a lease-by-lease basis and include options to extend or early termination options when it is reasonably certain that the Company will exercise the option.  For arrangements that are identified as leases and are over twelve months the Company records a right-of-use (“ROU”) asset and a lease liability representing the present value of future lease payments.  Under ASC 842, the present value of future lease payments must be discounted by using the interest rate implicit in the lease, or if not readily determinable, its incremental borrowing rate.  The Company used an average cost of debt of 6.76% as the discount rate for the leases as it is representative of the interest rate that would be charged to borrow an amount equal to the lease payments on a fully collateralized basis.

The operating lease assets and liabilities recorded on the balance sheet as of March 31, 2019 are summarized as follows:

		March 31,
	Classification on Balance Sheet	2019
Assets		(in thousands)
Non-current	Right-of-use assets - operating leases	$	49,317
Liabilities
Current	Current portion of lease liabilities - operating leases	$	2,761
Non-current	Lease liabilities - operating leases		53,623
Total operating lease liabilities		$	56,384
Weighted average remaining lease term (in years)			14.1

Rent expense is recognized on a straight-line basis over the term of the lease.  Rent expense for operating leases was $1.6 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively.  Sublease income was immaterial for each of the three months ended March 31, 2019 and 2018.

As of March 31, 2019, the maturities of the Company’s lease liabilities were as follows (in thousands):

	Operating Leases
2019 (remaining nine months)	$	4,864
2020		6,404
2021		6,247
2022		6,262
2023		6,277
Thereafter		58,320
Total minimum lease payments		88,374
Less: imputed interest		31,990
Lease liabilities	$	56,384

19

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

6.           Intangible Assets

Intangible assets are summarized as follows:

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
March 31, 2019	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,452	$	(3,144)	$	9,308
Customer agreements	4		2,832		(2,717)		115
Patents	10		361		(323)		38
		$	15,645	$	(6,184)		9,461
Indefinite-lived intangible assets:
Trademarks							793,733
Intangible assets, net						$	803,194

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
December 31, 2018	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,438	$	(2,689)	$	9,749
Customer agreements	4		2,832		(2,639)		193
Patents	10		361		(321)		40
		$	15,631	$	(5,649)		9,982
Indefinite-lived intangible assets:
Trademarks							954,929
Intangible assets, net						$	964,911

Estimated future annual amortization expense for intangible assets in service as of March 31, 2019 is summarized as follows:

Years Ended December 31,	(in thousands)
2019	$	1,485
2020		1,834
2021		1,831
2022		1,808
2023		1,383
Thereafter		1,120
	$	9,461

Amortization expense was approximately $0.5 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.

Finite-lived intangible assets represent trademarks, customer agreements and patents related to the Company’s brands. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The carrying value of finite-lived intangible assets and other long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

20

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. As of March 31, 2019, the trademarks of Martha Stewart, Jessica Simpson, Avia, AND1, Joe’s, GAIAM, Emeril, Caribbean Joe, and Ellen Tracy have been determined to have indefinite useful lives, and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s unaudited condensed consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. 

During the three months ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 11) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.  The following table shows the change in intangible assets for the three months ended March 31, 2019 (in thousands):

Balance at January 1, 2019	$	964,911
Impairment charges		(161,224)
Amortization		(535)
Additions		42
Balance at March 31, 2019	$	803,194

On April 19, 2018, the Company sold the Revo trademark. The Company incurred a loss on the sale of the trademark of $5.1 million. As of March 31, 2018, the Company wrote down the value of the trademark to the sale price and reclassified the trademark from intangible assets to asset held for sale.

7.           Long-Term Debt

The components of long-term debt are as follows:

	March 31,		December 31,
	2019		2018
	(in thousands)
Secured Term Loans	$	512,775	$	519,850
Revolving Credit Facility		115,000		115,000
Unamortized deferred financing costs		(22,738)		(24,063)
Total long-term debt, net of unamortized deferred financing costs		605,037		610,787
Less: current portion of long-term debt		28,300		28,300
Long-term debt	$	576,737	$	582,487

August 2018 Debt Facilities

On August 7, 2018 (the “Closing Date”), the Company and certain of its subsidiaries amended its (i) Third Amended and Restated First Lien Credit Agreement (the “New Amended BoA Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto (the “BoA Facility Loan Parties”) and (ii) the Third Amended and Restated Credit Agreement (the “New Amended FS/KKR Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent (the “FS/KKR Agent”) and the lenders party

21

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

thereto (the “FS/KKR Facility Loan Parties”). The Company used a portion of the proceeds of the $335.0 million loans made to the Company under the New Amended BoA Credit Agreement to prepay loans under the Amended FS/KKR Credit Agreement.

The New Amended BoA Credit Agreement provides for several five-year senior secured credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $150.0 million (the “Amended Tranche A Loans”), (ii) Tranche A‑1 Term Loans in an aggregate principal amount of $70.0 million (the “Amended Tranche A‑1 Loans” and, together with the Tranche A Loans, the “Amended BoA Term Loans”) and (iii) revolving credit commitments in the aggregate principal amount of $130.0 million (the “Amended Revolving Credit Commitments” and, the loans under the Revolving Credit Commitments, the “Amended Revolving Loans”). On the Closing Date, the total amount outstanding under the New Amended BoA Credit Agreement was $335.0 million, including (i) $150.0 million of Amended Tranche A Loans, (ii) $70.0 million of Amended Tranche A‑1 Loans and (iii) $115.0 million of Amended Revolving Loans.

The loans under the New Amended BoA Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) with respect to the Amended Revolving Loans and the Amended Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Amended Tranche A‑1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum. The loans under the New Amended BoA Credit Agreement provide for interest rate reductions if certain leverage ratios are achieved, with minimum interest rates equal to (i) with respect to the Amended Revolving Loans and the Amended Tranche A Loans (a) the LIBOR rate plus 3.00% per annum or (b) the base rate plus 2.00% per annum and (ii) with respect to the Amended Tranche A-1 Loans (a) the LIBOR rate plus 6.00% per annum or (b) the base rate plus 5.00% per annum.  The undrawn portions of the Revolving Credit Commitments are subject to a commitment fee of 0.375% per annum.

The Company may make voluntary prepayments of the loans outstanding under the New Amended BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the New Amended BoA Credit Agreement. Additionally, the Company is mandated to make prepayments (without payment of a premium or penalty) under the New Amended BoA Credit Agreement amounting to: (i) the loans outstanding under the New Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. The Amended BoA Term Loans will continue to amortize in quarterly installments of $5.0 million.

The New Amended BoA Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries. Moreover, the New Amended BoA Credit Agreement contains financial covenants that require the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio initially set at 50.0% (applicable to the Amended Revolving Loans and Amended Tranche A Loans) decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter.

The New Amended BoA Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the New Amended BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of all amounts due under the New Amended BoA Credit Agreement.

The Company may request an increase in (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to

22

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

exceed 2.80:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the New Amended BoA Credit Agreement. At March 31, 2019, the Company is in compliance with the covenants included in the New Amended BoA Credit Agreement.

The New Amended FS/KKR Credit Agreement provides for a five and a half-year $314.0 million senior secured term loan facility. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the New Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the New Amended FS/KKR Credit Agreement.

The loans under the New Amended FS/KKR Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum.

The Company may make voluntary prepayments of the loans outstanding under the New Amended FS/KKR Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the New Amended FS/KKR Credit Agreement. The Company is mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the New Amended FS/KKR Credit Agreement amounting to: (i) where intellectual property was disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof. The loans under the New Amended FS/KKR Credit Agreement will continue to amortize in quarterly installments of approximately $2.1 million.

The New Amended FS/KKR Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the FS/KKR Facility Loan Parties and their subsidiaries. Moreover, the New Amended FS/KKR Credit Agreement contains financial covenants that require the FS/KKR Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 6.25:1.00 for the fiscal quarter ending September 30, 2022 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 3.875:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. At March 31, 2019, the Company is in compliance with the covenants included in the New Amended FS/KKR Credit Agreement.

The New Amended FS/KKR Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the FS/KKR Agent, at the request of the lenders under the New Amended FS/KKR Credit Agreement, is required to take various actions, including, without limitation, the acceleration of amounts due thereunder.

The Company may request one or more additional term loan facilities or the increase of term loan commitments under the New Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the New Amended FS/KKR Credit Agreement.

23

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

July 2016 Debt Facilities

On July 1, 2016, the Company and certain of its subsidiaries entered into (i) the Third Amended and Restated First Lien Credit Agreement (the “Amended BoA Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto and (ii) the Third Amended and Restated Credit Agreement (the “Amended FS/KKR Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.  Such agreements amended, restated and replaced the Company’s previous debt facilities.  The Company used a portion of the proceeds of the $287.5 million loans made to the Company under the Amended BoA Credit Agreement and the $415.0 million loans made to the Company under the Amended FS/KKR Credit Agreement to fund the payment of the purchase price with respect to the acquisition of the Gaiam Brand Holdco, LLC and costs and expenses incurred in connection with such acquisition and related transactions.

The Amended BoA Credit Agreement provided for several five-year credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $133.0 million (the “Tranche A Loans”), (ii) Tranche A-1 Term Loans in an aggregate principal amount of $44.5 million (the “Tranche A-1 Loans” and, together with the Tranche A Loans, the “BoA Term Loans”) and (iii) revolving credit commitments in the aggregate principal amount of $110.0 million (the “Revolving Credit Facility” and, the loans under the Revolving Credit Facility, the “Revolving Loans”).  On July 1, 2016, the total amount outstanding under the Amended BoA Credit Agreement was $258.0 million, including (i) $133.0 million of Tranche A Loans, (ii) $44.5 million of Tranche A-1 Loans and (iii) $80.5 million of borrowing under the Revolving Loans.

The loans under the Amended BoA Credit Agreement bore interest, at the Company’s option, at a rate equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Tranche A-1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum.  The undrawn portions of the commitments under the Revolving Credit Facility were subject to a commitment fee of 0.375% per annum.

The Company could have made voluntary prepayments of the loans outstanding under the Amended BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended BoA Credit Agreement.  Additionally, the Company was mandated to make prepayments (without payment of a premium or penalty) under the Amended BoA Credit Agreement amounting to: (i) the loans outstanding under the Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 10.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties.  On September 30, 2016, the BoA Term Loans commenced amortization in quarterly installments of $5.0 million.

The Amended BoA Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries.  Moreover, the Amended BoA Credit Agreement contained financial covenants that required the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income (as defined in the agreement), (ii) satisfy a maximum loan to value ratio set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended BoA Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter.

The Amended BoA Credit Agreement contained certain customary events of default, including a change of control.  If an event of default occurred and was not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the Amended BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of amounts due under the Amended BoA Credit Agreement.

24

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

The Company could have requested an increase in (i) the Revolving Credit Facility and Tranche A Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.33:1.00 and (ii) the Tranche A-1 Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 2.50:1.00 and (b) with respect to any other increase, 2.40:1.00, subject to the satisfaction of certain conditions in the Amended BoA Credit Agreement. 

The Amended FS/KKR Credit Agreement provided for a six-year $415.0 million senior secured term loan facility.  The Company could have requested one or more additional term loan facilities or the increase of term loan commitments under the Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to have exceeded 6.00:1.00, subject to the satisfaction of certain conditions in the Amended FS/KKR Credit Agreement.

The loans under the Amended FS/KKR Credit Agreement bore interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus an applicable margin of 8.25% or 9.00% per annum or (ii) the base rate plus an applicable margin of 7.25% or 8.00% per annum, in each case based upon the consolidated total leverage ratio.

The Company could have made voluntary prepayments of the loans outstanding under the Amended FS/KKR Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended FS/KKR Credit Agreement.  The Company was mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the Amended FS/KKR Credit Agreement amounting to: (i) where intellectual property was disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof.  On March 31, 2017, the loans under the Amended FS/KKR Credit Agreement commenced amortization in quarterly installments, equal to 2.00% per annum of the original aggregate principal amount thereof.

The Amended FS/KKR Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the FS/KKR Facility Loan Parties and their subsidiaries.  Moreover, the Amended FS/KKR Credit Agreement contained financial covenants that required the FS/KKR Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 6.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter. 

The Amended FS/KKR Credit Agreement contained certain customary events of default, including a change of control.  If an event of default occurs and was not cured within any applicable grace period or was not waived, the FS/KKR Agent, at the request of the lenders under the Amended FS/KKR Credit Agreement, was required to take various actions, including, without limitation, the acceleration of amounts due thereunder.

The Company could have requested one or more additional term loan facilities or the increase of term loan commitments under the FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the FS/KKR Credit Agreement.

25

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Interest Rate Swaps

On December 10, 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions.  The Company recorded its interest rate swaps in accrued expense and other long-term liabilities on the consolidated balance sheets at fair value using Level 2 inputs.  The 2018 Swap Agreements have a $300 million notional value, and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022.

The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt.  The 2018 Swap Agreements protect the Company from changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional.  The Company will periodically assess the effectiveness of the hedge (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship.  To the extent the hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings.

8.          Commitments and Contingencies

General Legal Matters

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants.

9.           Stock-based Compensation

Stock Options

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Options	Exercise Price		(in Years)	Intrinsic Value
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	49,501	$	10.22	2.3	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	49,501	$	10.22	2.0	$	—
Exercisable - March 31, 2019	49,501	$	10.22	2.0	$	—

There was no compensation expense related to stock options for the three months ended March 31, 2019 and 2018. At March 31, 2019, there is no unrecognized compensation expense related to stock options and no unvested stock options.

26

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Warrants

The following table summarizes the Company’s outstanding warrants for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Warrants	Exercise Price		(in Years)	IntrinsicValue
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	200,000	$	13.32	6.4	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	200,000	$	13.32	6.2	$	—
Exercisable - March 31, 2019	200,000	$	13.32	6.2	$	—

There was no compensation expense related to warrants for the three months ended March 31, 2019 and 2018. At March 31, 2019, there is no unrecognized compensation expense related to warrants and no unvested warrants.

Restricted Stock

A summary of the time-based restricted stock activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	292,989	$	3.72	0.9
Granted	—		—
Vested	—		—
Unvested - March 31, 2019	292,989	$	3.72	0.6

The Company did not grant time-based restricted stock during the three months ended March 31, 2019 and 2018.

Total compensation expense related to time-based restricted stock grants for each of the three months ended March 31, 2019 and 2018 was $0.1 million. Total unrecognized compensation expense related to time-based restricted stock grants at March 31, 2019 amounted to $0.1 million and is expected to be recognized over a weighted-average period of 0.6  years.

27

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Restricted Stock Units

A summary of the time-based restricted stock units activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	1,615,953	$	2.24	2.2
Granted	—		—
Vested	(168,063)		(2.38)
Forfeited or canceled	(16,667)		(1.76)
Unvested - March 31, 2019	1,431,223	$	2.23	1.9

The Company did not grant time-based restricted stock units during the three months ended March 31, 2019.

During the three months ended March 31, 2018, the Company granted 903,679 time-based restricted stock units to certain employees and consultants for future services. These shares of time-based restricted stock units had a grant date fair value of $1.6 million and vest immediately to over a period of five years. The Company recorded less than $0.1 million and $0.3 million during the three months ended March 31, 2019 and 2018, respectively, as compensation expense pertaining to these grants.

During the three months ended March 31, 2018, the Company issued 843,486 time-based restricted stock units to an employee for a 2017 performance-based bonus pursuant to their employment agreement. The bonus was paid in restricted stock in the first quarter of 2018, based on the average closing stock price for the 30 days preceding March 1, 2018. Compensation expense was fully recognized in 2017 related to this grant.

Total compensation expense related to time-based restricted stock unit grants for the three months ended March 31, 2019 and 2018 was $0.3 million and $0.6 million, respectively. Total unrecognized compensation expense related to time-based restricted stock unit grants at March 31, 2019 amounted to $1.5 million and is expected to be recognized over a weighted-average period of 1.9 years.

Performance Stock Units

A summary of the PSUs activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	2,219,818	$	4.47	0.8
Granted	—		—
Vested	(289,671)		(4.68)
Forfeited or canceled	(26,179)		(5.14)
Unvested - March 31, 2019	1,903,968	$	4.43	1.1

On March 27, 2019, the Compensation Committee voted to approve, on a discretionary basis, vesting of 231,396 PSUs to employees and consultants previously granted during the years ended December 31, 2016, 2017 and 2018 subject to achievement of certain of the Company’s performance metrics within each fiscal year. The fair value and expense

28

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.3 million was recorded as operating expenses in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019.

During the three months ended March 31, 2018, the Company granted 200,000 PSUs to an employee upon their commencement of employment with the Company. These PSUs had a grant date fair value of $0.5 million, vest over a period of two years and require achievement of certain of the Company’s performance metrics within each fiscal year for such PSUs to be earned. The Company did not record any compensation expense during the three months ended March 31, 2019 as the likelihood of these PSUs being earned was not considered probable.

During the three months ended March 31, 2018, the Company granted 250,000 PSUs to a consultant pursuant to their endorsement agreement. The PSUs had a grant date fair value of $0.5 million, vest over a period of five years and require achievement of certain sales targets within each fiscal year for such PSUs to be earned. The Company did not record any compensation expense during the three months ended March 31, 2019 as the likelihood of these PSUs being earned was not considered probable.

On February 20, 2018, the Compensation Committee voted to approve, on a discretionary basis, vesting of 208,883 PSUs to employees and consultants previously granted during the years ended December 31, 2016 and 2017 subject to achievement of certain of the Company’s performance metrics within each fiscal year. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.5 million was recorded as operating expenses in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2018.

Total compensation expense related to the PSUs for the three months ended March 31, 2019 and 2018 was $0.3 million and $0.7 million, respectively.

10.          Related Party Transactions

Consulting Services Agreement with Tengram Capital Partners, L.P. (f/k/a Tengram Capital Management L.P.)

Pursuant to an agreement with Tengram Capital Partners, L.P., formerly known as Tengram Capital Management, L.P. (“TCP”), an affiliate of Tengram Capital Partners Gen2 Fund, L.P., which is one of the Company’s largest stockholders, the Company has engaged TCP, effective as of January 1, 2013, to provide services to the Company pertaining to (i) mergers and acquisitions, (ii) debt and equity financing and (iii) such other related areas as the Company may reasonably request from time to time (the “TCP Agreement”). The TCP Agreement remains in effect for a period continuing through the earlier of five years or the date on which TCP and its affiliates cease to own in excess of 5% of the outstanding shares of common stock in the Company. On August 15, 2014, the Company consummated transactions pursuant to an agreement and plan of merger, dated as of June 24, 2014 (the “Galaxy Merger Agreement”) with SBG Universe Brands LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of LLC Sub, Galaxy Brand Holdings, Inc. and Carlyle Galaxy Holdings, L.P. (such transactions, collectively, the “Galaxy Acquisition”). In connection with the Galaxy Merger Agreement, the Company and TCP entered into an amendment to the TCP Agreement (the “Amended TCP Agreement”), pursuant to which, among other things, TCP is entitled to receive annual fees of $0.9 million beginning with fiscal 2014.

The Company paid TCP $0.2 million for services under the Amended TCP Agreement during the three months ended March 31, 2019.  The Company did not pay any fees for services under the Amended TCP Agreement during the three months ended March 31, 2018.  At March 31, 2019 and December 31, 2018, there were $0.2 million due to TCP for services.

29

SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Additionally, in July 2013, the Company entered into a consulting arrangement with an employee of TCP (the “TCP Employee”), pursuant to which the TCP Employee provides legal and other consulting services at the request of the Company from time to time. The TCP Employee was also issued 125,000 shares of restricted stock, vesting over a four-year period and 180,000 PSUs, vesting over three years in increments of 20% for 2014, 20% for 2015 and 60% for 2016. In 2016, the TCP employee was granted 200,000 PSUs, vesting over three years in increments of 33.3% for 2017, 33.3% for 2018 and 33.4% for 2019. In 2018, the TCP employee was granted 150,000 shares of time-based restricted stock units, vesting over a three year period and 300,000 shares of time-based restricted stock units, vesting over a three year period with 25% vesting immediately. The Company paid the TCP Employee $0.1 million for services under the consulting arrangement during each of the three-month periods ended March 31, 2019 and 2018. These amounts are included in operating expenses in the Company’s unaudited condensed consolidated financial statements. At March 31, 2019 and December 31, 2018, less than $0.1 million was due to the TCP Employee.

Transactions with E.S. Originals, Inc.

A division president of the Company maintains a passive ownership interest in one of the Company’s licensees, E.S. Originals, Inc. (“ESO”). The Company receives royalties from ESO under license agreements for certain of the Company’s brands in the footwear category. The Company recorded $1.2 million and $1.6 million of revenue for the three months ended March 31, 2019 and 2018, respectively, for royalties, commission, and advertising revenue earned from ESO license agreements. At March 31, 2019 and December 31, 2018, the Company had $4.3 million and $6.2 million recorded as accounts receivable from ESO in the condensed consolidated balance sheets, respectively.

The Company entered into an agreement with ESO under which the Company received a sales commission.  At March 31, 2019, the Company had $0.9 million recorded as accounts receivable from ESO and $1.0 million recorded as other assets in the condensed consolidated balance sheet.  At December 31, 2018, the Company had $0.9 million recorded as accounts receivable from ESO and $1.2 million recorded as other assets in the condensed consolidated balance sheets.

In addition, the Company entered into a license-back agreement with ESO under which the Company reacquired the rights to certain international territories in order to re-license these rights to an unrelated party. The Company recorded less than $0.1 million in license-back expense for each of the three months ended March 31, 2019 and 2018.

Transactions with Centric Brands Inc. (f/k/a Differential Brands Group, Inc.)

During the fourth quarter of 2018, Centric Brands, Inc. (“Centric”), an affiliate of TCP, acquired a significant portion of Global Brands Group Holding Limited’s (“GBG”) North American licensing business.  The Company recorded approximately $1.7 million for royalty revenue earned from the Centric license agreement for the three months ended March 31, 2019.  At March 31, 2019 and December 31, 2018, the Company had $0.3 million and $0.8 million recorded as accounts receivable from Centric in the unaudited condensed consolidated balance sheets, respectively.  At March 31, 2019, the Company had accrued $0.5 million payable as accounts payable and accrued expenses to Centric in the unaudited condensed consolidated balance sheet.

Acquisition of FUL

On November 17, 2014, the Company made a strategic investment in FUL IP. FUL IP is a collaborative investment between the Company and JALP. FUL IP was formed for the purpose of licensing the FUL trademark to third parties in connection with the manufacturing, distribution, marketing and sale of FUL branded bags, backpacks, duffels, luggage and apparel accessories. JALP contributed the FUL trademark with a fair value of $8.9 million. In exchange for a 50.5% economic interest in FUL IP, the Company paid JALP $4.5 million. JALP’s minority member interest in FUL IP has been reflected as noncontrolling interest on the Company’s condensed consolidated balance sheets. One of the Company’s directors, Mr. Al Gossett, has a partial ownership interest in JALP. The Company sold the FUL trademark and incurred a loss on the sale of the trademark of $2.0 million during the year ended December 31, 2018. No noncontrolling interest was recorded during the three months ended March 31, 2019 and 2018.

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SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

IP License Agreement and Intangible Asset Agreement

In connection with the transactions contemplated by the acquisition of MSLO (the “Mergers”), MSLO entered into an Amended and Restated Asset License Agreement (“Intangible Asset Agreement”) and Amended and Restated Intellectual Property License and Preservation Agreement (“IP License Agreement” and, together with the Intangible Asset Agreement, the “IP Agreements”) pursuant to which Ms. Martha Stewart licensed certain intellectual property to MSLO. The IP Agreements grant the Company the right to use of certain properties owned by Ms. Stewart.

The Intangible Asset Agreement has an initial term commencing at December 4, 2015 and ending on December 31, 2020, provided that the term will automatically be renewed for five additional calendar years ending December 31, 2025 (subject to earlier termination as provided in Ms. Stewart’s employment agreement) if either the aggregate gross licensing revenues (as defined in Ms. Stewart’s employment agreement) for calendar years 2018 through 2020 exceed $195 million or the gross licensing revenues for calendar year 2020 equal or exceed $65 million. During the term of the Intangible Asset Agreement with the Company, Lifestyle Research Center LLC will be entitled to receive a guaranteed annual payment of $1.7 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company plus reimbursable expenses. The Company has paid Lifestyle Research Center LLC $0.5 million and less than $0.1 million in connection with other related services during the three months ended March 31, 2019 and 2018, respectively.

During the term of the IP License Agreement with the Company, Ms. Stewart will be entitled to receive a guaranteed annual payment of $1.3 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company. During each of the three months ended March 31, 2019 and 2018, the Company made payments of $0.3 million to Ms. Stewart in connection with the terms of the IP License Agreement. The IP License Agreement is perpetual.

During each of the three-month periods ended March 31, 2019 and 2018, the Company expensed non-cash interest of $0.1 million related to the accretion of the present value of these guaranteed contractual payments. At March 31, 2019, there was $3.7 million due under the IP Agreements of which $2.9 million is recorded in accounts payable and accrued expenses and $0.8 million is recorded in other long-term liabilities. At December 31, 2018, there was $3.9 million due under the IP Agreements of which $2.8 million is recorded in accounts payable and accrued expenses and $1.1 million is recorded in other long-term liabilities.

11.         Subsequent Events

On April 16, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”), pursuant to which Sequential has agreed, among other things, to sell to the Buyer 100% of the issued and outstanding equity interests of MSLO, a Delaware corporation and a wholly-owned subsidiary of the Company, for $167,000,000 in cash consideration at closing, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments.  In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022.  MSLO and its subsidiaries are engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels.  In connection with the transactions contemplated by the Purchase Agreement, MSLO will undertake an internal reorganization to convert each of MSLO and its wholly-owned subsidiaries to a limited partnership prior to the closing.

During the quarter ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the

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SEQUENTIAL BRANDS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2019

(UNAUDITED)

Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.  These charges are included in impairment charges in the unaudited condensed consolidated statements of operations. 

The consummation of the transactions contemplated by the Purchase Agreement is subject to customary conditions, including the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any government order or other legal restraint prohibiting the consummation of the transactions contemplated by the Purchase Agreement.  In addition, the obligation of the Buyer to consummate the transactions contemplated by the Purchase Agreement is subject to the absence of any event, change, occurrence or effect having occurred from the date of the Purchase Agreement that has had a Material Adverse Effect (as defined in the Purchase Agreement).

The Purchase Agreement contains provisions giving the Company and the Buyer rights to terminate the Purchase Agreement under specified circumstances, including if the closing has not occurred on or before December 31, 2019. The Purchase Agreement includes customary representations, warranties and covenants of the Company and the Buyer.  The Purchase Agreement also contains indemnification provisions pursuant to which the Company has agreed to indemnify the Buyer against certain losses, subject to the limitations set forth therein, including losses related to breaches of representations, warranties and covenants.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, or MD&A, should be read in conjunction with our accompanying unaudited condensed consolidated financial statements and related notes and with the MD&A in our Annual Report on Form 10‑K for the year ended December 31, 2018. The various sections of this MD&A contain a number of forward-looking statements that involve a number of risks and uncertainties. See the cautionary statement regarding forward-looking statements on page 3 of this Quarterly Report for a description of important factors that could cause actual results to differ from expected results.

Licensing and Brand Management Business

We own a portfolio of consumer brands in the home, active and fashion categories, including Martha Stewart, Jessica Simpson, AND1, Avia, Joe’s and GAIAM. We aim to maximize the value of our brands by promoting, marketing and licensing the brands through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories. Our core strategy is to enhance and monetize the global reach of our existing brands, and to pursue additional strategic acquisitions to grow the scope of and diversify our portfolio of brands.

We aim to acquire well-known consumer brands with high potential for growth and strong brand awareness. We additionally seek to diversify our portfolio by evaluating the strength of targeted brands and the expected viability and sustainability of future royalty streams. Upon the acquisition of a brand, we partner with leading wholesalers and retailers to drive incremental value and maximize brand equity. We focus on certain key initiatives in our licensing and brand management business. These initiatives include:

· Maximizing the value of our existing brands by creating efficiencies, adding additional product categories, expanding distribution and retail presence and optimizing sales through innovative marketing that increases consumer brand awareness and loyalty;

· Expanding through e-commerce channels;

· Developing international expansion through additional licenses, partnerships and other arrangements with leading retailers and wholesalers outside the United States; and

· Acquiring consumer brands (or the rights to such brands) with high consumer awareness, broad appeal and applicability to a wide range of product categories.

Our business is designed to maximize the value of our brands through license agreements with partners that are responsible for manufacturing and distributing our licensed products and, with the exception of our Martha Stewart brand, primarily responsible for the design of such licensed products. Our brands are licensed for a broad range of product categories, including apparel, footwear, fashion accessories and home goods, as well as, with respect to our Martha Stewart brand, food, wine, and a variety of media related assets, such as magazines, books and other print and digital content. We seek to select licensees who have demonstrated the ability to produce and sell quality products in their respective licensed categories and have the capability to meet or exceed the minimum sales thresholds and guaranteed minimum royalty payments that we generally require.

We license our brands to both wholesale and direct-to-retail licensees. In a wholesale license, a wholesale supplier is granted rights (typically on an exclusive basis) to a single or small group of related product categories for a particular brand for sale to multiple accounts within an approved channel of distribution and territory. In a direct-to-retail license, a single retailer is granted the right (typically on an exclusive basis) to sell branded products in a broad range of product categories through its brick and mortar stores and e-commerce sites. As of March 31, 2019, we had approximately one-hundred forty licensees, with wholesale licensees comprising a significant majority.

Our license agreements typically require a licensee to pay us royalties based upon net sales and, in most cases, contain guaranteed minimum royalties. Our license agreements often require licensees to support the brands by either paying or spending contractually guaranteed minimum amounts for the marketing and advertising of the respective licensed brands. As of March 31, 2019, we had contractual rights to receive an aggregate of $329.1 million in minimum royalty and marketing and advertising revenue from our licensees through the balance of the current terms of such licenses,

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excluding any renewal option periods.  Refer to Note 11 for discussion regarding the sale of MSLO subsequent to March 31, 2019.

Fiscal Year

Our fiscal year ends on December 31. Each quarter of each fiscal year ends on March 31, June 30, September 30 and December 31.

Critical Accounting Policies and Estimates

The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to exercise its judgment. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and our disclosure of commitments and contingencies at the date of the financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry and current and expected economic conditions, that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

During the quarter ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.  These charges are included in impairment charges in the unaudited condensed consolidated statements of operations.  See Note 3, Note 6 and Note 11 for further information. 

Please refer to our Annual Report on Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 14, 2019, for a discussion of our critical accounting policies. During the three months ended March 31, 2019, there were no material changes to these policies, except for the adoption of ASC 842, Leases.  See Note 2 and Note 5 in this Form 10-Q for further information on our adoption of ASC 842.

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Results of Operations

Comparison of the Three Months Ended March 31, 2019 to the Three Months Ended March 31, 2018

The following table sets forth, for the periods indicated, results of operations information from our unaudited condensed consolidated financial statements:

	Three Months Ended March 31,				Better/(Worse)
	2019		2018		(Dollars)
	(in thousands, except percentages)
Net revenue	$	36,913	$	38,104	$	(1,191)
Operating expenses		22,770		18,050		(4,720)
Impairment charges		161,224		-		(161,224)
Loss on asset held for sale		-		5,142		5,142
(Loss) income from operations		(147,081)		14,912		(161,993)
Other income		(300)		(135)		165
Interest expense, net		15,654		15,392		(262)
Loss before income taxes		(162,435)		(345)		(162,090)
Benefit from income taxes		(38,629)		(41)		(38,588)
Net loss		(123,806)		(304)		(123,502)
Net income attributable to noncontrolling interests		(1,539)		(1,960)		421
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries	$	(125,345)	$	(2,264)	$	(123,081)

Net revenue.  Net revenue decreased for the three months ended March 31, 2019 compared to the three months ended March 31, 2018.  The period-over-period changes in net revenue were primarily driven by decreases in revenue for Ellen Tracy, Heely’s, Jessica Simpson and the absence of FUL and Revo revenue due to the sale of the trademarks in 2018 offset by increases in Avia and Martha Stewart. 

Operating expenses. Operating expenses increased $4.7 million for the three months ended March 31, 2019 to $22.7 million compared to $18.0 million for the three months ended March 31, 2018.  This increase was primarily driven by increased advertising costs of $1.5 million, legal costs of $1.2 million, production fees of $1.0 million and deal advisory costs of $1.0 million.

Impairment charges.  During the three months ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets to be included in the sale transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories. 

Loss on asset held for sale.  During the three months ended March 31, 2018, the Company recorded a loss on assets held for sale of $5.1 million related to the sale of the Revo trademark on April 19, 2018.

Other income.  Other income during the three months ended March 31, 2019 and 2018 consists of immaterial items.

Interest expense, net.  The period-over-period increase in interest expense, net of $0.3 million is primarily due to an increase in interest incurred under our loan agreements.  Interest expense during the three months ended March 31, 2019 includes interest incurred under our loan agreements of $14.4 million, non-cash interest related to the amortization of deferred financing costs of $1.3 million and non-cash interest of $0.1 million related to the accretion of the present value of guaranteed contractual payments assumed through certain of the Company’s acquisitions offset by non-cash interest

35

income of $0.2 million related to the accretion of the present value of certain other payment arrangements.  Interest expense during the three months ended March 31, 2018 includes interest incurred under our loan agreements of $14.3 million, non-cash interest related to the amortization of deferred financing costs of $0.9 million and non-cash interest of $0.2 million related to the accretion of the present value of guaranteed contractual payments assumed through certain of the Company’s acquisitions. 

Income taxes.  The benefit from income taxes for the three months ended March 31, 2019 represents a reduction in deferred tax liabilities, discrete to the first quarter, resulting from the impairment related to acquired trademarks and also differs from the statutory rate primarily for additional tax benefit attributable to noncontrolling interest offset by state, local and foreign jurisdiction taxes and non-deductible officer’s compensation.  The benefit from income taxes for the three months ended March 31, 2018 differs from the statutory rate primarily for state, local and foreign jurisdiction taxes offset by benefits from taxes attributable to noncontrolling interest and further decreased by a provision, discrete to the first quarter, related to vested restricted stock and cancelled stock options. 

Noncontrolling interests.  Noncontrolling interests for the three months ended March 31, 2019 represents net income allocations of $1.4 million to With You, Inc., a member of With You LLC (the partnership between us and Jessica Simpson) and $0.2 million to Elan Polo International, Inc., a member of DVS LLC.  Noncontrolling interests for the three months ended March 31, 2018 represents net income allocations of $1.7 million to With You, Inc., a member of With You LLC and $0.2 million to Elan Polo International, Inc., a member of DVS LLC.

Liquidity and Capital Resources

Refer to Note 7 to our condensed consolidated financial statements for a discussion of our borrowings under the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto and the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.

As of March 31, 2019, we had cash on hand, including restricted cash, of $16.9 million and a net working capital balance (defined below) of $18.5 million.  Additionally, we had outstanding debt obligations under our loan agreements of $627.8 million, which is presented net of $22.8 million of deferred financing fees in the condensed consolidated balance sheets.  As of December 31, 2018, we had cash on hand, including restricted cash, of $16.1 million and a net working capital balance (defined below) of $28.0 million.  Additionally, we had outstanding debt obligations under our loan agreements of $634.9 million, which is presented net of $24.1 million of deferred financing fees in the condensed consolidated balance sheets.  Net working capital is defined as current assets minus current liabilities, excluding restricted cash.  Overall, we do not expect any negative effects to our funding sources that would have a material effect on our liquidity.  See Note 7 to our condensed consolidated financial statements for a description of certain financing transactions consummated by us.  There are no material capital expenditure commitments as of March 31, 2019.

We believe cash on hand and cash from operations will be sufficient to meet our capital requirements for the twelve months following the filing of this report.  We intend to continue financing future brand acquisitions through a combination of cash from operations, bank financing and the issuance of additional equity or debt securities.  The extent of our future capital requirements will depend on many factors, including our results of operations and growth through the acquisition of additional brands, and we cannot be certain that we will be able to obtain additional financing in sufficient amounts or on acceptable terms in the near future, if at all.

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Cash Flows from Operations

Cash flows from operating, financing and investing activities for the three months ended March 31, 2019 and 2018 are summarized in the following table:

	Three Months Ended March 31,
	2019		2018
	(in thousands)
Operating activities	$	9,561	$	17,660
Investing activities		(75)		(1,839)
Financing activities		(8,663)		(10,888)
Net increase in cash and restricted cash	$	823	$	4,933

Operating Activities

Net cash provided by operating activities decreased $8.1 million to $9.6 million for the three months ended March 31, 2019 as compared to $17.7 million for the three months ended March 31, 2018.  The $8.1 million decrease period-over-period was primarily attributable to an increase in net loss of $123.5 million, decreases in other liabilities of $2.6 million and accounts receivable of $0.9 million offset by more favorable changes in non-cash expenses of $117.4 million and increases in prepaid expenses and other assets of $1.5 million.

Investing Activities

Net cash used in investing activities decreased $1.7 million to $0.1 million for the three months ended months ended March 31, 2019 compared to $1.8 million for the three months ended March 31, 2018.  This change is driven primarily by reduced purchases of property and equipment during the three months ended March 31, 2019.  The $1.8 million of cash used for purchases of property and equipment during the three months ended March 31, 2018 was primarily related to leasehold improvements as we reconfigured and reduced our office space at the Company’s headquarters. 

Financing Activities

Net cash used in financing activities for the three months ended March 31, 2019 decreased $2.2 million to $8.7 million as compared to $10.9 million for the three months ended March 31, 2018.  During the three months ended March 31, 2019, we made principal payments of $7.1 million under our loan agreements in accordance with contractual terms and $1.1 million of distributions to certain noncontrolling interest partners.  During the three months ended March 31, 2018, we made principal payments of $7.1 million under our loan agreements in accordance with contractual terms and $1.2 million of distributions to certain noncontrolling interest partners.  During the three months ended March 31, 2019, we repurchased common stock from employees for tax withholding purposes related to the vesting of restricted stock of $0.2 million as compared to $1.9 million during the three months ended March 31, 2018.

Debt

As of March 31, 2019, we were party to the First Amendment to the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A. as administrative and collateral agent (the “New Amended BoA Credit Agreement”) and the First Amendment to the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent (the “New Amended FS/KKR Credit Agreement”), referred to as our loan agreements.  Refer to Note 7 to our condensed consolidated financial statements for a discussion of our borrowings and the terms of these debt facilities.  As of March 31, 2019 and December 31, 2018, our long-term debt, including current portion, was $627.8 million and $634.9 million, respectively, which is presented net of $22.8 million and $24.1 million of deferred financing fees, respectively, in the condensed consolidated balance sheets.  As of March 31, 2019 and December 31, 2018, we had no availability under the current revolving credit facility (the “Revolving Credit Facility”).  We may request an increase in (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.80:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a

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pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the New Amended BoA Credit Agreement.  We may request one or more additional term loan facilities or the increase of term loan commitments under the New Amended FS/KKR Credit Agreement as would not cause the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the New Amended FS/KKR Credit Agreement.  We made $7.1 million of principal repayments under our loan agreements during the three months ended March 31, 2019.

Off-Balance Sheet Arrangements

As of March 31, 2019 and December 31, 2018, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As a result, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

We limit exposure to foreign currency fluctuations by requiring payment under the majority of our licenses to be denominated in U.S. dollars. One of our license agreements is denominated in Canadian dollars. If there were an adverse change in the exchange rate from Canadian to U.S. dollars of 10%, the expected effect on net income would be immaterial.

Our earnings may also be affected by changes in LIBOR interest rates as a result of our loan agreements. As further discussed in Notes 3 and 7 to our accompanying unaudited condensed consolidated financial statements, we have entered into interest rate swaps to mitigate the effects of a change in LIBOR interest rates. An increase in LIBOR interest rates of one percent affecting the loan agreements would not have had a material effect on our results of operations during the three months ended March 31, 2019 and 2018.

Item 4.          Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a‑15(e) and 15d‑15(e) of the Exchange Act) as of March 31, 2019, the end of the period covered by this report. Based on, and as of the date of such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of March 31, 2019 such that the information required to be disclosed in our reports filed or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended March 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 1.         Legal Proceedings

Other Matters

From time to time, we are involved in legal matters arising in the ordinary course of business. We record a liability for litigation when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.

With respect to our outstanding legal matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, financial condition or results of operations. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. Further, regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.

Item 1A.         Risk Factors

Cautionary Statements and Risk Factors

This Quarterly Report contains forward-looking statements, which are subject to a variety of risks and uncertainties. Our actual results could differ materially from those anticipated in those forward-looking statements as a result of various factors, including those set forth in our Annual Report on Form 10‑K for the year ended December 31, 2018, filed with the SEC on March 14, 2019. There have been no material changes to such risk factors during the nine months ended March 31, 2019.

Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds

There have been no unregistered sales of equity securities during the three months ended March 31, 2019.

During the three months ended March 31, 2019, we repurchased 134,839 shares of our common stock from employees for tax withholding purposes related to the vesting of restricted stock. We do not currently have in place a repurchase program with respect to our common stock.

					(d) Maximum Number
				(c) Total Number of	(or Approximate Dollar
				Shares (or Units)	Value) of Shares (or
	(a) Total Number of			Purchased as Part of	Units) that May Yet Be
	Shares (or Units)	(b) Average Price Paid		Publicly Announced	Purchased Under the
Period	Purchased (1)	per Share (or Unit)		Plans or Programs	Plans or Programs
January 1 - 31	—	$	—	N/A	N/A
February 1 - 28	7,880	$	1.68	N/A	N/A
March 1 - 31	126,959	$	1.23	N/A	N/A
Total	134,839			—	—

(1) During the first quarter of 2019, 134,839 shares were purchased from employees for tax withholding purposes related to the vesting of restricted stock. All shares were purchased other than through a repurchase plan or program.

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Item 6.      Exhibits

The following exhibits are filed as part of this report:

Exhibit Number	Exhibit Title
31.1*	Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a‑14 and 15d‑14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a‑14 and 15d‑14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Filed herewith.

**Furnished herewith.

40

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SEQUENTIAL BRANDS GROUP, INC.
Date: May 10, 2019	/s/ Peter Lops
	By:	Peter Lops
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

41

EX-31.1

EXHIBIT 31.1

Certification of Principal Executive Officer Pursuant to

Securities Exchange Act Rules 13a‑14 and 15d‑14

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Karen Murray, certify that:

1.           I have reviewed this quarterly report on Form 10‑Q of Sequential Brands Group, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)            Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

1
Date:  May 10, 2019
	/s/ Karen Murray
	Karen Murray
	Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Principal Financial Officer Pursuant to

Securities Exchange Act Rules 13a‑14 and 15d‑14

as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Peter Lops, certify that:

1.           I have reviewed this quarterly report on Form 10‑Q of Sequential Brands Group, Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:

a)            Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)            Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)            All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  May 10, 2019
	/s/ Peter Lops
	Peter Lops
	Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, in connection with the filing of the Quarterly Report on Form 10‑Q for the quarter ended March 31, 2019 (the “Report”) by Sequential Brands Group, Inc. (“Registrant”), the undersigned hereby certifies that, to the best of their knowledge:

1.The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Registrant.

Date: May 10, 2019	/s/ Karen Murray
	Karen Murray
	Chief Executive Officer (Principal Executive Officer)
Date: May 10, 2019	/s/ Peter Lops
	Peter Lops
	Chief Financial Officer (Principal Financial and Accounting Officer)

XML

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 02, 2019
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	Sequential Brands Group, Inc.
Entity Central Index Key	0001648428
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Current Reporting Status	Yes
Trading Symbol	sqbg
Entity Common Stock, Shares Outstanding		64,653,294

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Cash	$ 14,925	$ 14,106
Restricted cash	2,036	2,032
Accounts receivable, net	56,465	66,202
Prepaid expenses and other current assets	9,290	11,224
Total current assets	82,716	93,564
Property and equipment, net	8,528	8,971
Intangible assets, net	803,194	964,911
Right-of-use assets - operating leases	49,317
Other assets	12,953	11,222
Total assets	956,708	1,078,668
Current Liabilities:
Accounts payable and accrued expenses	21,844	23,527
Current portion of long-term debt	28,300	28,300
Current portion of deferred revenue	12,013	11,695
Current portion of lease liabilities - operating leases	2,761
Total current liabilities	64,918	63,522
Long-term debt, net of current portion	576,737	582,487
Long-term deferred revenue, net of current portion	7,319	8,224
Deferred income taxes	27,914	67,002
Lease liabilities - operating leases	53,623
Other long-term liabilities	7,376	12,789
Total liabilities	737,887	734,024
Commitments and Contingencies
Equity:
Preferred stock Series A, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at March 31, 2019 and 2018
Common stock, $0.01 par value; 150,000,000 shares authorized; 66,447,913 and 65,990,179 shares issued at March 31, 2019 and December 31, 2018, respectively, and 64,650,477 and 64,327,582 shares outstanding at March 31, 2019 and December 31, 2018, respectively	662	657
Additional paid-in capital	514,485	513,764
Accumulated other comprehensive loss	(3,034)	(1,554)
Accumulated deficit	(360,068)	(234,723)
Treasury stock, at cost; 1,797,436 and 1,662,597 shares at March 31, 2019 and December 31, 2018, respectively	(4,396)	(4,226)
Total Sequential Brands Group, Inc. and Subsidiaries stockholders' equity	147,649	273,918
Noncontrolling interest	71,172	70,726
Total equity	218,821	344,644
Total liabilities and equity	$ 956,708	$ 1,078,668

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement Of Financial Position [Abstract]
Preferred stock Series A, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock Series A, shares authorized	10,000,000	10,000,000
Preferred stock Series A, shares issued	0	0
Preferred stock Series A, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	66,447,913	65,990,179
Common stock, shares outstanding	64,650,477	64,327,582
Treasury stock, shares	1,797,436	1,662,597

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net revenue	$ 36,913	$ 38,104
Operating expenses	22,770	18,050
Impairment charges	161,224
Loss on sale of assets		5,142
(Loss) income from operations	(147,081)	14,912
Other income	300	135
Interest expense, net	15,654	15,392
Loss before income taxes	(162,435)	(345)
Benefit from income taxes	(38,629)	(41)
Net loss	(123,806)	(304)
Net income attributable to noncontrolling interests	(1,539)	(1,960)
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries	$ (125,345)	$ (2,264)
Loss per share attributable to Sequential Brands Group, Inc. and Subsidiaries:
Basic and diluted (in dollars per share)	$ (1.95)	$ (0.04)
Weighted-average common shares outstanding:
Basic and diluted ( in shares)	64,221,687	63,232,138

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Total Sequential Brands Group, Inc. and Subsidiaries Stockholders' Equity	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Loss [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2017	$ 281,991,000	$ 635,000	$ 508,444,000	$ 80,000	$ (225,369,000)		$ 71,547,000	$ 353,538,000
Balance (in shares) at Dec. 31, 2017		63,652,721
Treasury stock at Dec. 31, 2017						$ (1,799,000)
Treasury stock, shares at Dec. 31, 2017						(424,994)
Stock-based compensation	1,345,000	$ 2,000	1,343,000					1,345,000
Stock-based compensation (in shares)		452,929
Shares issued under stock incentive plan	1,500,000	$ 8,000	1,492,000					1,500,000
Shares issued under stock incentive plan (in shares)		843,486
Unrealized gain (loss) on interest rate caps, net of tax	679,000			679,000				679,000
Repurchase of common stock	(1,919,000)					$ (1,919,000)		(1,919,000)
Repurchase of common stock (in shares)						(986,858)
Noncontrolling interest distribution							(1,244,000)	(1,244,000)
Net income attributable to noncontrolling interest							1,960,000	1,960,000
Net loss attributable to common stockholders	(2,264,000)				(2,264,000)			(2,264,000)
Treasury stock at Mar. 31, 2018						$ (3,718,000)
Treasury stock, shares at Mar. 31, 2018						(1,411,852)
Balance at Mar. 31, 2018	282,462,000	$ 645,000	511,279,000	759,000	(226,503,000)		72,618,000	355,080,000
Balance (in shares) at Mar. 31, 2018		64,949,136
Cumulative effect of revenue recognition accounting change	1,130,000				1,130,000		355,000	1,485,000
Balance at Dec. 31, 2018	273,918,000	$ 657,000	513,764,000	(1,554,000)	(234,723,000)		70,726,000	344,644,000
Balance (in shares) at Dec. 31, 2018		65,990,179
Treasury stock at Dec. 31, 2018						$ (4,226,000)		$ (4,226,000)
Treasury stock, shares at Dec. 31, 2018						(1,662,597)		(1,662,597)
Stock-based compensation	726,000	$ 5,000	721,000					$ 726,000
Stock-based compensation (in shares)		457,734
Unrealized gain (loss) on interest rate caps, net of tax	(1,480,000)			(1,480,000)				(1,480,000)
Repurchase of common stock	(170,000)					$ (170,000)		(170,000)
Repurchase of common stock (in shares)						(134,839)
Noncontrolling interest distribution							(1,093,000)	(1,093,000)
Net income attributable to noncontrolling interest							1,539,000	1,539,000
Net loss attributable to common stockholders	(125,345,000)				(125,345,000)			(125,345,000)
Treasury stock at Mar. 31, 2019						$ (1,797,436)		$ (4,396,000)
Treasury stock, shares at Mar. 31, 2019						(4,396,000)		(1,797,436)
Balance at Mar. 31, 2019	$ 147,649,000	$ 662,000	$ 514,485,000	$ (3,034,000)	$ (360,068,000)		$ 71,172,000	$ 218,821,000
Balance (in shares) at Mar. 31, 2019		66,447,913

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Cash flows from operating activities
Net loss	$ (123,806)	$ (304)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for bad debts	80
Depreciation and amortization	1,011	906
Stock-based compensation	726	2,845
Amortization of deferred financing costs	1,325	944
Impairment charges	161,224
Gain on equity securities	328
Amortization of ROU assets and accretion of lease liabilities - operating leases	1,544
Loss on sale of assets		5,142
Deferred income taxes	(39,088)	(53)
Changes in operating assets and liabilities:
Accounts receivable	9,657	10,528
Prepaid expenses and other assets	246	(1,231)
Accounts payable and accrued expenses	(1,683)	(2,165)
Deferred revenue	(587)	(154)
Other liabilities	(1,416)	1,202
Cash provided by operating activities	9,561	17,660
Cash flows from investing activities
Investments in intangible assets, including registration and renewal costs	(42)	(47)
Purchases of property and equipment	(33)	(1,792)
Cash used in investing activities	(75)	(1,839)
Cash flows from financing activities
Payment of long-term debt	(7,075)	(7,075)
Guaranteed payments in connection with acquisitions	(325)	(650)
Repurchases of common stock	(170)	(1,919)
Noncontrolling interest distributions	(1,093)	(1,244)
Cash used in financing activities	(8,663)	(10,888)
Net increase in cash and restricted cash	823	4,933
Balance — Beginning of period	16,138	20,433	$ 20,433
Balance — End of period	16,961	25,366	16,138
Reconciliation to amounts on condensed consolidated balance sheets
Cash	14,925	23,337	14,106
Restricted cash	2,036	2,029	$ 2,032
Supplemental disclosures of cash flow information
Cash paid for: Interest	14,420	14,513
Cash paid for: Taxes	2
Non-cash investing and financing activities
Accrued purchases of property and equipment at year end		1,114
Unrealized (loss) gain on interest rate cap, net during the period		$ 679
Unrealize loss on interest rate swaps, net during the period	$ (1,480)

XML

Organization and Nature of Operations

3 Months Ended

Mar. 31, 2019

Organization and Nature of Operations [Abstract]

Organization and Nature of Operations

1.           Organization and Nature of Operations

Overview

Sequential Brands Group, Inc. (the “Company”) owns a portfolio of consumer brands in the fashion, active and home categories. The Company aims to maximize the strategic value of its brands by promoting, marketing and licensing its global brands through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope of and diversify its portfolio of brands. The Company licenses brands to both wholesale and direct-to-retail licensees. In a wholesale license, a wholesale supplier is granted rights (typically on an exclusive basis) to a single or small group of related product categories for a particular brand for sale to multiple accounts within an approved channel of distribution and territory. In a direct-to-retail license, a single retailer is granted the right (typically on an exclusive basis) to sell branded products in a broad range of product categories through its brick and mortar stores and e-commerce sites. As of March 31, 2019, the Company had approximately one-hundred forty licensees, with wholesale licensees comprising a significant majority.  Refer to Note 11 for discussion regarding the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”) subsequent to March 31, 2019.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.           Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10‑Q and Rule 10‑01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the Company’s opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, as filed with the SEC on March 14, 2019, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2018, 2017 and 2016. The financial information as of December 31, 2018 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), which became effective for the Company as of January 1, 2018.  ASC 606 requires a five-step approach to determine the appropriate method of revenue recognition for each contractual arrangement:

Step 1: Identify the Contract(s) with a Customer

Step 2: Identify the Performance Obligation(s) in the Contract

Step 3: Determine the Transaction Price

Step 4: Allocate the Transaction Price to the Performance Obligation(s) in the Contract

Step 5: Recognize Revenue when (or as) the Entity Satisfies a Performance Obligation

The Company has entered into various license agreements for its owned trademarks. Under ASC 606, the Company’s agreements are generally considered symbolic licenses, which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the intellectual property (“IP”) and benefiting from it throughout the license period. The Company assesses each license agreement at inception and determines the performance obligation(s) and appropriate revenue recognition method. As part of this process, the Company applies judgments based on historical trends when estimating future revenues and the period over which to recognize revenue.

The Company generally recognizes revenue for license agreements under the following methods:

1. Licenses with guaranteed minimum royalties (“GMRs”):  Generally, guaranteed minimum royalty payments (fixed revenue) comprising the transaction price are recognized on a straight-line basis over the term of the contract, as defined in each license agreement.

2. Licenses with both GMRs (fixed revenue) and earned royalties (variable revenue):  Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimum payments for the period, as defined in each license agreement, will be exceeded. Additionally, the Company has categorized certain contracts as variable when there is a history and future expectation of exceeding GMRs. The Company recognizes income for these contracts during the period corresponding to the licensee’s sales.

3. Licenses that are sales-based only or earned royalties: Earned royalties (variable revenue) are recognized as income during the period corresponding to the licensee’s sales.

Payments received as consideration for the grant of a license or advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized into revenue under the methods described above.

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets.

The Company disaggregates its revenue into two categories: licensing agreements and other, which is comprised of revenue from sources such as editorial content for books, television, sales commissions and vendor placement commissions.

With respect to editorial content for books, the Company receives advance payments from the Company’s publishers and recognizes revenue when manuscripts are delivered to and accepted by the publishers. Revenue is also earned from book publishing when sales on a unit basis exceed the advanced royalty.

Television sponsorship revenues are generally recorded ratably across the period when new episodes initially air. Revenue from media content is recognized at a point in time, when the content is delivered and accepted.

Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned.

The Company entered into a transaction with a media company for which it receives advertising credits as part of the consideration exchanged. These transactions are recorded at the estimated fair value of the advertising credits received, as their fair value is deemed more readily determinable than the fair value of the trademark licensing right provided by the Company, in accordance with ASC 845, Nonmonetary Transactions. The fair value of the advertising credits are recorded as revenue and in other assets when earned, and expensed when the advertising credits are utilized.  No revenue was recorded for the three months ended March 31, 2019 and 2018 related to the advertising credits. The Company recorded $0.9 million and less than $0.1 million of expense related to the advertising credits utilized for the three months ended March 31, 2019 and 2018, respectively. 

Restricted Cash

Restricted cash consists of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities.

Accounts Receivable

Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $1.8 million and $2.1 million as of March 31, 2019 and December 31, 2018, respectively.

The Company’s accounts receivable, net amounted to $56.5 million and $66.2 million as of March 31, 2019 and December 31, 2018, respectively. Two licensees accounted for approximately 35%  (22% and 13%) of the Company’s total consolidated accounts receivable balance as of March 31, 2019 and three licensees accounted for approximately 44%  (19%,  13% and 12%) of the Company’s total consolidated accounts receivable balance as of December 31, 2018. The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience.

Investments

The Company accounts for equity securities under ASC 321, Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the consolidated balance sheets and, at the time of purchase, are reported in the consolidated statements of cash flows as an investing activity. Gains and losses on equity securities are recognized through net loss.  The Company recognized a gain on its equity securities of $0.3 million recorded in other income on the condensed consolidated statement of operations for the three months ended March 31, 2019. 

Equity Method Investment

For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC, which is included in other assets in the condensed consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the three months ended March 31, 2019 and 2018, is included in other income in the unaudited condensed consolidated statements of operations.

The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary.

Intangible Assets

On an annual basis (October 1st) and as needed, the Company tests indefinite lived trademarks for impairment through the use of discounted cash flow models. Assumptions used in our discounted cash flow models include: (i) discount rates; (ii) projected average revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances.  Other intangibles with determinable lives, including certain trademarks, customer agreements and patents, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 2 to 15 years).

During the quarter ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 11) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories. These charges are included in impairment charges in the unaudited condensed consolidated statements of operations.  See Note 3, Note 6 and Note 11 for further information. 

Treasury Stock

Treasury stock is recorded at cost as a reduction of equity in the condensed consolidated balance sheets.

Stock-Based Compensation

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock and restricted stock units, for which restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized on a straight-line basis over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total shares of common stock outstanding upon the lapse of applicable restrictions. For restricted stock, for which restrictions are based on performance measures (“performance stock units” or “PSUs”), restrictions lapse when those performance measures have been deemed achieved. Compensation cost for PSUs is recognized on a straight-line basis during the period from the date on which the likelihood of the PSUs being earned is deemed probable and (x) the end of the fiscal year during which such PSUs are expected to vest or (y) the date on which awards of such PSUs may be approved by the compensation committee of the Company’s board of directors (the “Compensation Committee”) on a discretionary basis, as applicable. PSUs are included in total shares of common stock outstanding upon the lapse of applicable restrictions. PSUs are included in total diluted shares of common stock outstanding when the performance measures have been deemed achieved but the PSUs have not yet been issued.

Fair value for stock options and warrants is calculated using the Black-Scholes valuation model and is expensed on a straight-line basis over the requisite service period of the grant. Compensation cost is reduced for forfeitures as they occur in accordance with ASU 2016‑09 Simplifying the Accounting for Share-Based Payments (“ASU 2016‑09”).

The Company adopted ASU No. 2018-07 Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as of January 1, 2019 on a modified retrospective basis.  In accordance with ASU 2018-07, the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant.  Prior periods have not been restated and were accounted for under the previous method where at each reporting period prior to the lapse of restrictions on warrants, time-based restricted stock and PSUs granted to non-employees, the Company remeasured the aggregate compensation cost of such grants using the Company’s fair value at the end of such reporting period and revised the straight-line recognition of compensation cost in line with such remeasured amount.

Leases

The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU No. 2016-02 Leases (“ASU 2016-02” or “ASC 842”) as of January 1, 2019 using the modified retrospective method as of the period of adoption.  The Company elected the package of practical expedients upon transition where the Company did not reassess the lease classification and initial direct costs for leases that existed prior to adoption.  Additionally, the Company did not reassess contracts entered into prior to adoption to determine whether the arrangement was or contained a lease.  In accordance with ASU 2016-02, for leases over twelve months the Company records a right-of-use asset and a lease liability representing the present value of future lease payments.  Rent expense is recognized on a straight-line basis over the term of the lease.  See Note 5 for further information.

Income Taxes

Current income taxes are based on the respective periods’ taxable income for federal, foreign and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using statutory tax rates in effect for the year in which the differences are expected to reverse. In accordance with ASU No. 2015‑17 Balance Sheet Classification of Deferred Taxes, all deferred income taxes are reported and classified as non-current. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company applies the FASB guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. During the years ended December 31, 2018 and 2017, the Company did not have any reserves or interest and penalties to record through current income tax expense in accordance with ASC 740, Income Taxes (“ASC 740”). Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2015 through December 31, 2018.

Earnings Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the quarters ended March 31, 2019 and 2018.

The computation of diluted EPS for the three months ended March 31, 2019 and 2018 would exclude the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2019	2018
Unvested restricted stock	492,619	502,283

Concentration of Credit Risk

Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. Cash is held to meet working capital needs and future acquisitions. Restricted cash is pledged as collateral for a comparable amount of irrevocable standby letters of credit for certain of the Company’s leased properties. Substantially all of the Company’s cash and restricted cash are deposited with high quality financial institutions. At times, however, such cash and restricted cash may be in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses in such accounts as of March 31, 2019.

Concentration of credit risk with respect to accounts receivable is minimal due to the collection history. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable.

Customer Concentrations

The Company recorded net revenues of $36.9 million and $38.1 million during the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019, three licensees represented at least 10% of net revenue, accounting for 12%,  11% and 10% of the Company’s net revenue. During the three months ended March 31, 2018, two licensees represented at least 10% of net revenue, accounting for 11% and 10% of the Company’s net revenue.

Loss Contingencies

The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred.

Noncontrolling Interest

Noncontrolling interest recorded for the three months ended March 31, 2019 and 2018 represents income allocations to Elan Polo International, Inc., a member of DVS Footwear International, LLC and With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). 

Reportable Segment

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign offices or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from television, book, and certain commissions.

New Accounting Pronouncements

ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606”

In November 2018, the FASB issued ASU No. 2018-18 “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606” (“ASU 2018-18”).  ASU 2018-18 amends ASC 808, Collaborative Arrangements (“ASC 808”) and ASC 606, Revenue from Contracts with Customers (“ASC 606”) to clarify that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer.

ASU 2018-18 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted.  The Company does not expect the adoption of ASU 2018-18 to have a material impact on the Company’s consolidated financial statements.

ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”

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” (“ASU 2018-13”).  ASU 2018-13 eliminates, amends, and adds certain disclosure requirements for fair value measurements.

ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for the entire standard or for the provisions that eliminate or amend disclosure requirements.  The Company does not expect the adoption of ASU 2018-13 to have a material impact on the Company’s condensed consolidated financial statements.

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Fair Value Measurement of Financial Instruments

3 Months Ended

Mar. 31, 2019

Fair Value Measurement of Financial Instruments [Abstract]

Fair Value Measurement of Financial Instruments

3.           Fair Value Measurement of Financial Instruments

ASC 820‑10, Fair Value Measurements and Disclosures (“ASC 820‑10”), defines fair value, establishes a framework for measuring fair value in GAAP and provides for expanded disclosure about fair value measurements. ASC 820‑10 applies to all other accounting pronouncements that require or permit fair value measurements.

The Company determines or calculates the fair value of financial instruments using quoted market prices in active markets when such information is available or using appropriate present value or other valuation techniques, such as discounted cash flow analyses, incorporating available market discount rate information for similar types of instruments while estimating for non-performance and liquidity risk. These techniques are significantly affected by the assumptions used, including the discount rate, credit spreads and estimates of future cash flows.

Assets and liabilities typically recorded at fair value on a non-recurring basis to which ASC 820‑10 applies include:

· non-financial assets and liabilities initially measured at fair value in an acquisition or business combination, and

· long-lived assets measured at fair value due to an impairment assessment under ASC 360‑10‑15, Impairment or Disposal of Long-Lived Assets.

This topic defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and establishes a three-level hierarchy, which encourages an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820‑10 requires that assets and liabilities recorded at fair value be classified and disclosed in one of the following three categories:

· Level 1 - inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.

· Level 2 - inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

· Level 3 - inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 classification.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the Company classifies such financial assets or liabilities based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

During the three months ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Notes 6 and 12) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.    The following table shows the change in indefinite-lived intangible assets for the three months ended March 31, 2019 (in thousands):

Balance at January 1, 2019	$	954,929
Additions		28
Impairment charges		(161,224)
Balance at March 31, 2019	$	793,733

As of March 31, 2019 and December 31, 2018, there were no assets or liabilities that are required to be measured at fair value on a recurring basis, except for interest rate swaps and Legacy Payments (as defined below) to Ms. Martha Stewart. The following table sets forth the carrying value and the fair value of the Company’s financial assets and liabilities required to be disclosed at March 31, 2019 and December 31, 2018:

		Carrying Value				Fair Value
Financial Instrument	Level	3/31/2019		12/31/2018		3/31/2019		12/31/2018
	(in thousands)
Equity securities	1	$	955	$	627	$	955	$	627
Interest rate swaps - liability	2	$	3,941	$	2,019	$	3,941	$	2,019
Term loans	2	$	512,775	$	519,850	$	509,034	$	515,742
Revolving loan	2	$	115,000	$	115,000	$	114,855	$	114,827
Legacy Payments	3	$	2,629	$	2,553	$	2,629	$	2,553

The carrying amounts of the Company’s cash, restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term maturities.

In December 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions.  The Company recorded its interest rates swaps in accounts payable and accrued expenses and other long-term liabilities on the condensed consolidated balance sheets at fair value using Level 2 inputs.  The 2018 Swap Agreements have a $300 million notional value and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022.

The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt.  The 2018 Swap Agreements protect the Company from increases in changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional.  The Company will periodically assess the effectiveness of the hedge (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship.  To the extent the hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings. 

The components of the 2018 Swap Agreements as of March 31, 2019 are as follows:

	Notional Value		Derivative Asset		Derivative Liability
	(in thousands)
LIBOR based loans	$	300,000	$	—	$	3,941

For purposes of this fair value disclosure, the Company based its fair value estimate for the 2016 Term Loans and 2016 Revolving Loan (each, as defined in Note 7 – both under and prior to the amendment) on its internal valuation whereby the Company applied the discounted cash flow method to its expected cash flow payments due under the loan agreements based on interest rates as of March 31, 2019 and December 31, 2018 for debt with similar risk characteristics and maturities.

In connection with the acquisition of MSLO, beginning with calendar years commencing on or after January 1, 2026, the Company will pay Ms. Stewart three and one-half percent (3.5%) of Gross Licensing Revenues (as defined in Ms. Stewart’s employment agreement) for each such calendar year for the remainder of Ms. Stewart’s life (with a minimum of five (5) years of payments, to be made to Ms. Stewart’s estate if Ms. Stewart dies before December 31, 2030) (the “Legacy Payments”). The Company recorded $0.1 million and less than $0.1 million of accretion during the three months ended March 31, 2019 and 2018, respectively, related to the Legacy Payments and recorded the expense within interest expense, net in the unaudited condensed consolidated statements of operations.  Refer to Note 11 for discussion regarding the sale of MSLO subsequent to March 31, 2019.

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Revenues

3 Months Ended

Mar. 31, 2019

Revenues [Abstract]

Revenue

4.           Revenues

The Company has entered into various license agreements that provide revenues in exchange for use of the Company’s IP. Licensing agreements are the Company’s primary source of revenue. The Company also derives revenue from other sources such as editorial content for books, television sponsorships, commissions and vendor placement commissions.

Disaggregated Revenue

The following table presents revenue disaggregated by source:

	Three Months Ended March 31,
	2019		2018
	(in thousands)
Licensing agreements	$	35,162	$	37,527
Other		1,751		577
Total	$	36,913	$	38,104

Contract Balances

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets. 

The below table summarizes the Company’s contract assets and contract liabilities:

	March 31,		December 31,
	2019		2018
	(in thousands)
Contract assets	$	3,458	$	3,167
Contract liabilities		4,483		4,999

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company has reviewed its various revenue streams for its existing contracts under the five-step approach. The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments (fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimums payments for the period, as defined in each license agreement, will be exceeded.

Licensing for trademarks is the Company’s largest revenue source. Under ASC 606, the Company’s agreements are generally considered symbolic licenses which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the IP and benefiting from it throughout the license period. As such, the Company primarily records revenue from licenses on a straight-line basis over the license period as the performance obligation is satisfied over time. The Company applies its judgment based on historical trends when estimating future revenues and the period over which to recognize revenue when evaluating its licensing contracts.

Deferred revenue will be recognized as the Company fulfills its performance obligations over periods of approximately one to five years.

The below table summarizes amounts related to future performance obligations under fixed contractual arrangements as of March 31, 2019 and the periods in which they are expected to be earned and recognized as revenue:

	2019		2020		2021		2022		2023		Thereafter
Future Performance Obligations	$	62,671	$	64,610	$	48,925	$	23,577	$	18,888	$	16,464

The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts in accordance with the optional exemption allowed for under ASC 606. The Company has categorized certain contracts as variable when there is a history and future expectation of exceeding guaranteed minimum royalties.

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Leases

3 Months Ended

Mar. 31, 2019

Lease

Leases

5.           Leases

The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU 2016-02 as of January 1, 2019 using the modified retrospective method as of the period of adoption.  The Company elected the package of practical expedients upon transition where the Company did not reassess the lease classification and initial direct costs for leases that existed prior to adoption.  Additionally, the Company did not reassess contracts entered into prior to adoption to determine whether the arrangement was or contained a lease.  At January 1, 2019, the Company did not have any leases that had not yet commenced.  The Company also elected the practical expedient to not recognize right-of-use assets or lease liabilities for leases with a term of twelve months or less.

The Company determines if an arrangement contains a lease and the lease term at contract inception based on the terms of each arrangement.  The Company’s operating leases contain options to extend and early termination options.  The Company will evaluate the terms on a lease-by-lease basis and include options to extend or early termination options when it is reasonably certain that the Company will exercise the option.  For arrangements that are identified as leases and are over twelve months the Company records a right-of-use (“ROU”) asset and a lease liability representing the present value of future lease payments.  Under ASC 842, the present value of future lease payments must be discounted by using the interest rate implicit in the lease, or if not readily determinable, its incremental borrowing rate.  The Company used an average cost of debt of 6.76% as the discount rate for the leases as it is representative of the interest rate that would be charged to borrow an amount equal to the lease payments on a fully collateralized basis.

The operating lease assets and liabilities recorded on the balance sheet as of March 31, 2019 are summarized as follows:

		March 31,
	Classification on Balance Sheet	2019
Assets		(in thousands)
Non-current	Right-of-use assets - operating leases	$	49,317
Liabilities
Current	Current portion of lease liabilities - operating leases	$	2,761
Non-current	Lease liabilities - operating leases		53,623
Total operating lease liabilities		$	56,384
Weighted average remaining lease term (in years)			14.1

Rent expense is recognized on a straight-line basis over the term of the lease.  Rent expense for operating leases was $1.6 million and $1.5 million for the three months ended March 31, 2019 and 2018, respectively.  Sublease income was immaterial for each of the three months ended March 31, 2019 and 2018.

As of March 31, 2019, the maturities of the Company’s lease liabilities were as follows (in thousands):

	Operating Leases
2019 (remaining nine months)	$	4,864
2020		6,404
2021		6,247
2022		6,262
2023		6,277
Thereafter		58,320
Total minimum lease payments		88,374
Less: imputed interest		31,990
Lease liabilities	$	56,384

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Intangible Assets

3 Months Ended

Mar. 31, 2019

Intangible Assets [Abstract]

Intangible Assets

6.           Intangible Assets

Intangible assets are summarized as follows:

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
March 31, 2019	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,452	$	(3,144)	$	9,308
Customer agreements	4		2,832		(2,717)		115
Patents	10		361		(323)		38
		$	15,645	$	(6,184)		9,461
Indefinite-lived intangible assets:
Trademarks							793,733
Intangible assets, net						$	803,194

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
December 31, 2018	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,438	$	(2,689)	$	9,749
Customer agreements	4		2,832		(2,639)		193
Patents	10		361		(321)		40
		$	15,631	$	(5,649)		9,982
Indefinite-lived intangible assets:
Trademarks							954,929
Intangible assets, net						$	964,911

Estimated future annual amortization expense for intangible assets in service as of March 31, 2019 is summarized as follows:

Years Ended December 31,	(in thousands)
2019	$	1,485
2020		1,834
2021		1,831
2022		1,808
2023		1,383
Thereafter		1,120
	$	9,461

Amortization expense was approximately $0.5 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively.  

Finite-lived intangible assets represent trademarks, customer agreements and patents related to the Company’s brands. Finite-lived intangible assets are amortized on a straight-line basis over the estimated useful lives of the assets. The carrying value of finite-lived intangible assets and other long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Indefinite-lived intangible assets are not amortized, but instead are subject to impairment evaluation. As of March 31, 2019, the trademarks of Martha Stewart, Jessica Simpson, Avia, AND1, Joe’s, GAIAM, Emeril, Caribbean Joe, and Ellen Tracy have been determined to have indefinite useful lives, and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s unaudited condensed consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. 

During the three months ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 11) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.    The following table shows the change in intangible assets for the three months ended March 31, 2019 (in thousands):

Balance at January 1, 2019	$	964,911
Impairment charges		(161,224)
Amortization		(535)
Additions		42
Balance at March 31, 2019	$	803,194

On April 19, 2018, the Company sold the Revo trademark. The Company incurred a loss on the sale of the trademark of $5.1 million. As of March 31, 2018, the Company wrote down the value of the trademark to the sale price and reclassified the trademark from intangible assets to asset held for sale.

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Long-Term Debt

3 Months Ended

Mar. 31, 2019

Long-Term Debt [Abstract]

Long-Term Debt

7.           Long-Term Debt

The components of long-term debt are as follows:

	March 31,		December 31,
	2019		2018
	(in thousands)
Secured Term Loans	$	512,775	$	519,850
Revolving Credit Facility		115,000		115,000
Unamortized deferred financing costs		(22,738)		(24,063)
Total long-term debt, net of unamortized deferred financing costs		605,037		610,787
Less: current portion of long-term debt		28,300		28,300
Long-term debt	$	576,737	$	582,487

August 2018 Debt Facilities

On August 7, 2018 (the “Closing Date”), the Company and certain of its subsidiaries amended its (i) Third Amended and Restated First Lien Credit Agreement (the “New Amended BoA Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto (the “BoA Facility Loan Parties”) and (ii) the Third Amended and Restated Credit Agreement (the “New Amended FS/KKR Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent (the “FS/KKR Agent”) and the lenders party thereto (the “FS/KKR Facility Loan Parties”). The Company used a portion of the proceeds of the $335.0 million loans made to the Company under the New Amended BoA Credit Agreement to prepay loans under the Amended FS/KKR Credit Agreement.

The New Amended BoA Credit Agreement provides for several five-year senior secured credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $150.0 million (the “Amended Tranche A Loans”), (ii) Tranche A‑1 Term Loans in an aggregate principal amount of $70.0 million (the “Amended Tranche A‑1 Loans” and, together with the Tranche A Loans, the “Amended BoA Term Loans”) and (iii) revolving credit commitments in the aggregate principal amount of $130.0 million (the “Amended Revolving Credit Commitments” and, the loans under the Revolving Credit Commitments, the “Amended Revolving Loans”). On the Closing Date, the total amount outstanding under the New Amended BoA Credit Agreement was $335.0 million, including (i) $150.0 million of Amended Tranche A Loans, (ii) $70.0 million of Amended Tranche A‑1 Loans and (iii) $115.0 million of Amended Revolving Loans.

The loans under the New Amended BoA Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) with respect to the Amended Revolving Loans and the Amended Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Amended Tranche A‑1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum. The loans under the New Amended BoA Credit Agreement provide for interest rate reductions if certain leverage ratios are achieved, with minimum interest rates equal to (i) with respect to the Amended Revolving Loans and the Amended Tranche A Loans (a) the LIBOR rate plus 3.00% per annum or (b) the base rate plus 2.00% per annum and (ii) with respect to the Amended Tranche A-1 Loans (a) the LIBOR rate plus 6.00% per annum or (b) the base rate plus 5.00% per annum.  The undrawn portions of the Revolving Credit Commitments are subject to a commitment fee of 0.375% per annum.

The Company may make voluntary prepayments of the loans outstanding under the New Amended BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the New Amended BoA Credit Agreement. Additionally, the Company is mandated to make prepayments (without payment of a premium or penalty) under the New Amended BoA Credit Agreement amounting to: (i) the loans outstanding under the New Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. The Amended BoA Term Loans will continue to amortize in quarterly installments of $5.0 million.

The New Amended BoA Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries. Moreover, the New Amended BoA Credit Agreement contains financial covenants that require the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio initially set at 50.0%  (applicable to the Amended Revolving Loans and Amended Tranche A Loans) decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter.

The New Amended BoA Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the New Amended BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of all amounts due under the New Amended BoA Credit Agreement.

The Company may request an increase in (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.80:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the New Amended BoA Credit Agreement. At March 31, 2019, the Company is in compliance with the covenants included in the New Amended BoA Credit Agreement.

The New Amended FS/KKR Credit Agreement provides for a five and a half-year $314.0 million senior secured term loan facility. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the New Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the New Amended FS/KKR Credit Agreement.

The loans under the New Amended FS/KKR Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum.

The Company may make voluntary prepayments of the loans outstanding under the New Amended FS/KKR Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the New Amended FS/KKR Credit Agreement. The Company is mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the New Amended FS/KKR Credit Agreement amounting to: (i) where intellectual property was disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof. The loans under the New Amended FS/KKR Credit Agreement will continue to amortize in quarterly installments of approximately $2.1 million.

The New Amended FS/KKR Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the FS/KKR Facility Loan Parties and their subsidiaries. Moreover, the New Amended FS/KKR Credit Agreement contains financial covenants that require the FS/KKR Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 6.25:1.00 for the fiscal quarter ending September 30, 2022 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 3.875:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter.  At March 31, 2019, the Company is in compliance with the covenants included in the New Amended FS/KKR Credit Agreement.

The New Amended FS/KKR Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the FS/KKR Agent, at the request of the lenders under the New Amended FS/KKR Credit Agreement, is required to take various actions, including, without limitation, the acceleration of amounts due thereunder.

The Company may request one or more additional term loan facilities or the increase of term loan commitments under the New Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the New Amended FS/KKR Credit Agreement.

July 2016 Debt Facilities

On July 1, 2016, the Company and certain of its subsidiaries entered into (i) the Third Amended and Restated First Lien Credit Agreement (the “Amended BoA Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto and (ii) the Third Amended and Restated Credit Agreement (the “Amended FS/KKR Credit Agreement”) with Wilmington Trust, National Association, as administrative agent and collateral agent and the lenders party thereto.  Such agreements amended, restated and replaced the Company’s previous debt facilities.  The Company used a portion of the proceeds of the $287.5 million loans made to the Company under the Amended BoA Credit Agreement and the $415.0 million loans made to the Company under the Amended FS/KKR Credit Agreement to fund the payment of the purchase price with respect to the acquisition of the Gaiam Brand Holdco, LLC and costs and expenses incurred in connection with such acquisition and related transactions.

The Amended BoA Credit Agreement provided for several five-year credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $133.0 million (the “Tranche A Loans”), (ii) Tranche A-1 Term Loans in an aggregate principal amount of $44.5 million (the “Tranche A-1 Loans” and, together with the Tranche A Loans, the “BoA Term Loans”) and (iii) revolving credit commitments in the aggregate principal amount of $110.0 million (the “Revolving Credit Facility” and, the loans under the Revolving Credit Facility, the “Revolving Loans”).  On July 1, 2016, the total amount outstanding under the Amended BoA Credit Agreement was $258.0 million, including (i) $133.0 million of Tranche A Loans, (ii) $44.5 million of Tranche A-1 Loans and (iii) $80.5 million of borrowing under the Revolving Loans.

The loans under the Amended BoA Credit Agreement bore interest, at the Company’s option, at a rate equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Tranche A-1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum.  The undrawn portions of the commitments under the Revolving Credit Facility were subject to a commitment fee of 0.375% per annum.

The Company could have made voluntary prepayments of the loans outstanding under the Amended BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended BoA Credit Agreement.  Additionally, the Company was mandated to make prepayments (without payment of a premium or penalty) under the Amended BoA Credit Agreement amounting to: (i) the loans outstanding under the Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 10.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties.  On September 30, 2016, the BoA Term Loans commenced amortization in quarterly installments of $5.0 million.

The Amended BoA Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries.  Moreover, the Amended BoA Credit Agreement contained financial covenants that required the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income (as defined in the agreement), (ii) satisfy a maximum loan to value ratio set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended BoA Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter.

The Amended BoA Credit Agreement contained certain customary events of default, including a change of control.  If an event of default occurred and was not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the Amended BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of amounts due under the Amended BoA Credit Agreement.

The Company could have requested an increase in (i) the Revolving Credit Facility and Tranche A Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.33:1.00 and (ii) the Tranche A-1 Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 2.50:1.00 and (b) with respect to any other increase, 2.40:1.00, subject to the satisfaction of certain conditions in the Amended BoA Credit Agreement. 

The Amended FS/KKR Credit Agreement provided for a six-year $415.0 million senior secured term loan facility.  The Company could have requested one or more additional term loan facilities or the increase of term loan commitments under the Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to have exceeded 6.00:1.00, subject to the satisfaction of certain conditions in the Amended FS/KKR Credit Agreement.

The loans under the Amended FS/KKR Credit Agreement bore interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus an applicable margin of 8.25% or 9.00% per annum or (ii) the base rate plus an applicable margin of 7.25% or 8.00% per annum, in each case based upon the consolidated total leverage ratio.

The Company could have made voluntary prepayments of the loans outstanding under the Amended FS/KKR Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Amended FS/KKR Credit Agreement.  The Company was mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the Amended FS/KKR Credit Agreement amounting to: (i) where intellectual property was disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof.  On March 31, 2017, the loans under the Amended FS/KKR Credit Agreement commenced amortization in quarterly installments, equal to 2.00% per annum of the original aggregate principal amount thereof.

The Amended FS/KKR Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the FS/KKR Facility Loan Parties and their subsidiaries.  Moreover, the Amended FS/KKR Credit Agreement contained financial covenants that required the FS/KKR Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 6.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter. 

The Amended FS/KKR Credit Agreement contained certain customary events of default, including a change of control.  If an event of default occurs and was not cured within any applicable grace period or was not waived, the FS/KKR Agent, at the request of the lenders under the Amended FS/KKR Credit Agreement, was required to take various actions, including, without limitation, the acceleration of amounts due thereunder.

The Company could have requested one or more additional term loan facilities or the increase of term loan commitments under the FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the FS/KKR Credit Agreement.

Interest Rate Swaps

On December 10, 2018, the Company entered into interest rate swap agreements related to its term loans (the “2018 Swap Agreements”) with certain financial institutions.  The Company recorded its interest rate swaps in accrued expense and other long-term liabilities on the consolidated balance sheets at fair value using Level 2 inputs.  The 2018 Swap Agreements have a $300 million notional value, and $150 million matures on December 31, 2021 and $150 million matures on January 4, 2022.

The Company’s risk management objective and strategy with respect to the 2018 Swap Agreements is to reduce its exposure to variability in cash flows on a portion of the Company’s floating-rate debt.  The 2018 Swap Agreements protect the Company from changes in its cash flows attributable to changes in a contractually specified interest rate on an amount of borrowing equal to the then outstanding swap notional.  The Company will periodically assess the effectiveness of the hedge (both prospective and retrospective) by performing a single regression analysis that was prepared at the inception of the hedging relationship.  To the extent the hedging relationship is highly effective, the gain or loss on the swap will be recorded in accumulated other comprehensive loss and reclassified into interest expense in the same period during which the hedged transactions affect earnings.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies [Abstract]

Commitments and Contingencies

8.          Commitments and Contingencies

General Legal Matters

From time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition or results of operations. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants.

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Stock-based Compensation

3 Months Ended

Mar. 31, 2019

Stock-based Compensation

Stock-based Compensation

9.           Stock-based Compensation

Stock Options

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Options	Exercise Price		(in Years)	Intrinsic Value
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	49,501	$	10.22	2.3	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	49,501	$	10.22	2.0	$	—
Exercisable - March 31, 2019	49,501	$	10.22	2.0	$	—

There was no compensation expense related to stock options for the three months ended March 31, 2019 and 2018. At March 31, 2019, there is no unrecognized compensation expense related to stock options and no unvested stock options.

Warrants

The following table summarizes the Company’s outstanding warrants for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Warrants	Exercise Price		(in Years)	IntrinsicValue
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	200,000	$	13.32	6.4	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	200,000	$	13.32	6.2	$	—
Exercisable - March 31, 2019	200,000	$	13.32	6.2	$	—

There was no compensation expense related to warrants for the three months ended March 31, 2019 and 2018. At March 31, 2019, there is no unrecognized compensation expense related to warrants and no unvested warrants.

Restricted Stock

A summary of the time-based restricted stock activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	292,989	$	3.72	0.9
Granted	—		—
Vested	—		—
Unvested - March 31, 2019	292,989	$	3.72	0.6

The Company did not grant time-based restricted stock during the three months ended March 31, 2019 and 2018.

Total compensation expense related to time-based restricted stock grants for each of the three months ended March 31, 2019 and 2018 was $0.1 million. Total unrecognized compensation expense related to time-based restricted stock grants at March 31, 2019 amounted to $0.1 million and is expected to be recognized over a weighted-average period of 0.6  years.

Restricted Stock Units

A summary of the time-based restricted stock units activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	1,615,953	$	2.24	2.2
Granted	—		—
Vested	(168,063)		(2.38)
Forfeited or canceled	(16,667)		(1.76)
Unvested - March 31, 2019	1,431,223	$	2.23	1.9

The Company did not grant time-based restricted stock units during the three months ended March 31, 2019.

During the three months ended March 31, 2018, the Company granted 903,679 time-based restricted stock units to certain employees and consultants for future services. These shares of time-based restricted stock units had a grant date fair value of $1.6 million and vest immediately to over a period of five years. The Company recorded less than $0.1 million and $0.3 million during the three months ended March 31, 2019 and 2018, respectively, as compensation expense pertaining to these grants.

During the three months ended March 31, 2018, the Company issued 843,486 time-based restricted stock units to an employee for a 2017 performance-based bonus pursuant to their employment agreement. The bonus was paid in restricted stock in the first quarter of 2018, based on the average closing stock price for the 30 days preceding March 1, 2018. Compensation expense was fully recognized in 2017 related to this grant.

Total compensation expense related to time-based restricted stock unit grants for the three months ended March 31, 2019 and 2018 was $0.3 million and $0.6 million, respectively. Total unrecognized compensation expense related to time-based restricted stock unit grants at March 31, 2019 amounted to $1.5 million and is expected to be recognized over a weighted-average period of 1.9 years.

Performance Stock Units

A summary of the PSUs activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	2,219,818	$	4.47	0.8
Granted	—		—
Vested	(289,671)		(4.68)
Forfeited or canceled	(26,179)		(5.14)
Unvested - March 31, 2019	1,903,968	$	4.43	1.1

On March 27, 2019, the Compensation Committee voted to approve, on a discretionary basis, vesting of 231,396 PSUs to employees and consultants previously granted during the years ended December 31, 2016, 2017 and 2018 subject to achievement of certain of the Company’s performance metrics within each fiscal year. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.3 million was recorded as operating expenses in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2019.

During the three months ended March 31, 2018, the Company granted 200,000 PSUs to an employee upon their commencement of employment with the Company. These PSUs had a grant date fair value of $0.5 million, vest over a period of two years and require achievement of certain of the Company’s performance metrics within each fiscal year for such PSUs to be earned. The Company did not record any compensation expense during the three months ended March 31, 2019 as the likelihood of these PSUs being earned was not considered probable.

During the three months ended March 31, 2018, the Company granted 250,000 PSUs to a consultant pursuant to their endorsement agreement. The PSUs had a grant date fair value of $0.5 million, vest over a period of five years and require achievement of certain sales targets within each fiscal year for such PSUs to be earned. The Company did not record any compensation expense during the three months ended March 31, 2019 as the likelihood of these PSUs being earned was not considered probable.

On February 20, 2018, the Compensation Committee voted to approve, on a discretionary basis, vesting of 208,883 PSUs to employees and consultants previously granted during the years ended December 31, 2016 and 2017 subject to achievement of certain of the Company’s performance metrics within each fiscal year. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.5 million was recorded as operating expenses in the unaudited condensed consolidated statements of operations for the three months ended March 31, 2018.

Total compensation expense related to the PSUs for the three months ended March 31, 2019 and 2018 was $0.3 million and $0.7 million, respectively.

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Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

10.          Related Party Transactions

Consulting Services Agreement with Tengram Capital Partners, L.P. (f/k/a Tengram Capital Management L.P.)

Pursuant to an agreement with Tengram Capital Partners, L.P., formerly known as Tengram Capital Management, L.P. (“TCP”), an affiliate of Tengram Capital Partners Gen2 Fund, L.P., which is one of the Company’s largest stockholders, the Company has engaged TCP, effective as of January 1, 2013, to provide services to the Company pertaining to (i) mergers and acquisitions, (ii) debt and equity financing and (iii) such other related areas as the Company may reasonably request from time to time (the “TCP Agreement”). The TCP Agreement remains in effect for a period continuing through the earlier of five years or the date on which TCP and its affiliates cease to own in excess of 5% of the outstanding shares of common stock in the Company. On August 15, 2014, the Company consummated transactions pursuant to an agreement and plan of merger, dated as of June 24, 2014 (the “Galaxy Merger Agreement”) with SBG Universe Brands LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of LLC Sub, Galaxy Brand Holdings, Inc. and Carlyle Galaxy Holdings, L.P. (such transactions, collectively, the “Galaxy Acquisition”). In connection with the Galaxy Merger Agreement, the Company and TCP entered into an amendment to the TCP Agreement (the “Amended TCP Agreement”), pursuant to which, among other things, TCP is entitled to receive annual fees of $0.9 million beginning with fiscal 2014.

The Company paid TCP $0.2 million for services under the Amended TCP Agreement during the three months ended March 31, 2019.  The Company did not pay any fees for services under the Amended TCP Agreement during the three months ended March 31, 2018.  At March 31, 2019 and December 31, 2018, there were $0.2 million due to TCP for services.

Additionally, in July 2013, the Company entered into a consulting arrangement with an employee of TCP (the “TCP Employee”), pursuant to which the TCP Employee provides legal and other consulting services at the request of the Company from time to time. The TCP Employee was also issued 125,000 shares of restricted stock, vesting over a four-year period and 180,000 PSUs, vesting over three years in increments of 20% for 2014, 20% for 2015 and 60% for 2016. In 2016, the TCP employee was granted 200,000 PSUs, vesting over three years in increments of 33.3% for 2017, 33.3% for 2018 and 33.4% for 2019. In 2018, the TCP employee was granted 150,000 shares of time-based restricted stock units, vesting over a three year period and 300,000 shares of time-based restricted stock units, vesting over a three year period with 25% vesting immediately. The Company paid the TCP Employee $0.1 million for services under the consulting arrangement during each of the three-month periods ended March 31, 2019 and 2018. These amounts are included in operating expenses in the Company’s unaudited condensed consolidated financial statements. At March 31, 2019 and December 31, 2018, less than $0.1 million was due to the TCP Employee.

Transactions with E.S. Originals, Inc.

A division president of the Company maintains a passive ownership interest in one of the Company’s licensees, E.S. Originals, Inc. (“ESO”). The Company receives royalties from ESO under license agreements for certain of the Company’s brands in the footwear category. The Company recorded $1.2 million and $1.6 million of revenue for the three months ended March 31, 2019 and 2018, respectively, for royalties, commission, and advertising revenue earned from ESO license agreements. At March 31, 2019 and December 31, 2018, the Company had $4.3 million and $6.2 million recorded as accounts receivable from ESO in the condensed consolidated balance sheets, respectively.

The Company entered into an agreement with ESO under which the Company received a sales commission.  At March 31, 2019, the Company had $0.9 million recorded as accounts receivable from ESO and $1.0 million recorded as other assets in the condensed consolidated balance sheet.  At December 31, 2018, the Company had $0.9 million recorded as accounts receivable from ESO and $1.2 million recorded as other assets in the condensed consolidated balance sheets.

In addition, the Company entered into a license-back agreement with ESO under which the Company reacquired the rights to certain international territories in order to re-license these rights to an unrelated party. The Company recorded less than $0.1 million in license-back expense for each of the three months ended March 31, 2019 and 2018.

Transactions with Centric Brands Inc. (f/k/a Differential Brands Group, Inc.)

During the fourth quarter of 2018, Centric Brands, Inc. (“Centric”), an affiliate of TCP, acquired a significant portion of Global Brands Group Holding Limited’s (“GBG”) North American licensing business.  The Company recorded approximately $1.7 million for royalty revenue earned from the Centric license agreement for the three months ended March 31, 2019.  At March 31, 2019 and December 31, 2018, the Company had $0.3 million and $0.8 million recorded as accounts receivable from Centric in the unaudited condensed consolidated balance sheets, respectively.  At March 31, 2019, the Company had accrued $0.5 million payable as accounts payable and accrued expenses to Centric in the unaudited condensed consolidated balance sheet.

Acquisition of FUL

On November 17, 2014, the Company made a strategic investment in FUL IP. FUL IP is a collaborative investment between the Company and JALP. FUL IP was formed for the purpose of licensing the FUL trademark to third parties in connection with the manufacturing, distribution, marketing and sale of FUL branded bags, backpacks, duffels, luggage and apparel accessories. JALP contributed the FUL trademark with a fair value of $8.9 million. In exchange for a 50.5% economic interest in FUL IP, the Company paid JALP $4.5 million. JALP’s minority member interest in FUL IP has been reflected as noncontrolling interest on the Company’s condensed consolidated balance sheets. One of the Company’s directors, Mr. Al Gossett, has a partial ownership interest in JALP. The Company sold the FUL trademark and incurred a loss on the sale of the trademark of $2.0 million during the year ended December 31, 2018. No noncontrolling interest was recorded during the three months ended March 31, 2019 and 2018.

IP License Agreement and Intangible Asset Agreement

In connection with the transactions contemplated by the acquisition of MSLO (the “Mergers”), MSLO entered into an Amended and Restated Asset License Agreement (“Intangible Asset Agreement”) and Amended and Restated Intellectual Property License and Preservation Agreement (“IP License Agreement” and, together with the Intangible Asset Agreement, the “IP Agreements”) pursuant to which Ms. Martha Stewart licensed certain intellectual property to MSLO. The IP Agreements grant the Company the right to use of certain properties owned by Ms. Stewart.

The Intangible Asset Agreement has an initial term commencing at December 4, 2015 and ending on December 31, 2020, provided that the term will automatically be renewed for five additional calendar years ending December 31, 2025 (subject to earlier termination as provided in Ms. Stewart’s employment agreement) if either the aggregate gross licensing revenues (as defined in Ms. Stewart’s employment agreement) for calendar years 2018 through 2020 exceed $195 million or the gross licensing revenues for calendar year 2020 equal or exceed $65 million. During the term of the Intangible Asset Agreement with the Company, Lifestyle Research Center LLC will be entitled to receive a guaranteed annual payment of $1.7 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company plus reimbursable expenses. The Company has paid Lifestyle Research Center LLC $0.5 million and less than $0.1 million in connection with other related services during the three months ended March 31, 2019 and 2018, respectively.

During the term of the IP License Agreement with the Company, Ms. Stewart will be entitled to receive a guaranteed annual payment of $1.3 million, which amounts are being paid in connection with the Mergers regardless of Ms. Stewart’s continued employment with the Company. During each of the three months ended March 31, 2019 and 2018, the Company made payments of $0.3 million to Ms. Stewart in connection with the terms of the IP License Agreement. The IP License Agreement is perpetual.

During each of the three-month periods ended March 31, 2019 and 2018, the Company expensed non-cash interest of $0.1 million related to the accretion of the present value of these guaranteed contractual payments. At March 31, 2019, there was $3.7 million due under the IP Agreements of which $2.9 million is recorded in accounts payable and accrued expenses and $0.8 million is recorded in other long-term liabilities. At December 31, 2018, there was $3.9 million due under the IP Agreements of which $2.8 million is recorded in accounts payable and accrued expenses and $1.1 million is recorded in other long-term liabilities.

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Subsequent Event

3 Months Ended

Mar. 31, 2019

Subsequent Events

Subsequent Events

11.         Subsequent Events

On April 16, 2019, the Company entered into an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”), pursuant to which Sequential has agreed, among other things, to sell to the Buyer 100% of the issued and outstanding equity interests of MSLO, a Delaware corporation and a wholly-owned subsidiary of the Company, for $167,000,000 in cash consideration at closing, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments.  In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022.  MSLO and its subsidiaries are engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels.  In connection with the transactions contemplated by the Purchase Agreement, MSLO will undertake an internal reorganization to convert each of MSLO and its wholly-owned subsidiaries to a limited partnership prior to the closing.

During the quarter ended March 31, 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril trademarks.  The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction.  The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt.  Going forward the Company’s strategy is to focus on higher margin brands that are well suited for growing health, wellness and beauty categories.    These charges are included in impairment charges in the unaudited condensed consolidated statements of operations. 

The consummation of the transactions contemplated by the Purchase Agreement is subject to customary conditions, including the expiration or termination of any applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the absence of any government order or other legal restraint prohibiting the consummation of the transactions contemplated by the Purchase Agreement.  In addition, the obligation of the Buyer to consummate the transactions contemplated by the Purchase Agreement is subject to the absence of any event, change, occurrence or effect having occurred from the date of the Purchase Agreement that has had a Material Adverse Effect (as defined in the Purchase Agreement).

The Purchase Agreement contains provisions giving the Company and the Buyer rights to terminate the Purchase Agreement under specified circumstances, including if the closing has not occurred on or before December 31, 2019. The Purchase Agreement includes customary representations, warranties and covenants of the Company and the Buyer.  The Purchase Agreement also contains indemnification provisions pursuant to which the Company has agreed to indemnify the Buyer against certain losses, subject to the limitations set forth therein, including losses related to breaches of representations, warranties and covenants.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Basis of presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10‑Q and Rule 10‑01 of Regulation S-X of the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the Company’s opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018, as filed with the SEC on March 14, 2019, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2018, 2017 and 2016. The financial information as of December 31, 2018 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2018. The interim results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019 or for any future interim periods.

Principles of Consolidation

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, “Revenue from Contracts with Customers” (“ASC 606”), which became effective for the Company as of January 1, 2018.  ASC 606 requires a five-step approach to determine the appropriate method of revenue recognition for each contractual arrangement:

Step 1: Identify the Contract(s) with a Customer

Step 2: Identify the Performance Obligation(s) in the Contract

Step 3: Determine the Transaction Price

Step 4: Allocate the Transaction Price to the Performance Obligation(s) in the Contract

Step 5: Recognize Revenue when (or as) the Entity Satisfies a Performance Obligation

The Company has entered into various license agreements for its owned trademarks. Under ASC 606, the Company’s agreements are generally considered symbolic licenses, which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the intellectual property (“IP”) and benefiting from it throughout the license period. The Company assesses each license agreement at inception and determines the performance obligation(s) and appropriate revenue recognition method. As part of this process, the Company applies judgments based on historical trends when estimating future revenues and the period over which to recognize revenue.

The Company generally recognizes revenue for license agreements under the following methods:

1. Licenses with guaranteed minimum royalties (“GMRs”):  Generally, guaranteed minimum royalty payments (fixed revenue) comprising the transaction price are recognized on a straight-line basis over the term of the contract, as defined in each license agreement.

2. Licenses with both GMRs (fixed revenue) and earned royalties (variable revenue):  Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimum payments for the period, as defined in each license agreement, will be exceeded. Additionally, the Company has categorized certain contracts as variable when there is a history and future expectation of exceeding GMRs. The Company recognizes income for these contracts during the period corresponding to the licensee’s sales.

3. Licenses that are sales-based only or earned royalties: Earned royalties (variable revenue) are recognized as income during the period corresponding to the licensee’s sales.

Payments received as consideration for the grant of a license or advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized into revenue under the methods described above.

Contract assets represent unbilled receivables and are presented within accounts receivable, net on the condensed consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the condensed consolidated balance sheets.

The Company disaggregates its revenue into two categories: licensing agreements and other, which is comprised of revenue from sources such as editorial content for books, television, sales commissions and vendor placement commissions.

With respect to editorial content for books, the Company receives advance payments from the Company’s publishers and recognizes revenue when manuscripts are delivered to and accepted by the publishers. Revenue is also earned from book publishing when sales on a unit basis exceed the advanced royalty.

Television sponsorship revenues are generally recorded ratably across the period when new episodes initially air. Revenue from media content is recognized at a point in time, when the content is delivered and accepted.

Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned.

The Company entered into a transaction with a media company for which it receives advertising credits as part of the consideration exchanged. These transactions are recorded at the estimated fair value of the advertising credits received, as their fair value is deemed more readily determinable than the fair value of the trademark licensing right provided by the Company, in accordance with ASC 845, Nonmonetary Transactions. The fair value of the advertising credits are recorded as revenue and in other assets when earned, and expensed when the advertising credits are utilized.  No revenue was recorded for the three months ended March 31, 2019 and 2018 related to the advertising credits. The Company recorded $0.9 million and less than $0.1 million of expense related to the advertising credits utilized for the three months ended March 31, 2019 and 2018, respectively. 

Restricted Cash

Restricted Cash

Restricted cash consists of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities.

Accounts Receivable

Accounts Receivable

Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $1.8 million and $2.1 million as of March 31, 2019 and December 31, 2018, respectively.

The Company’s accounts receivable, net amounted to $56.5 million and $66.2 million as of March 31, 2019 and December 31, 2018, respectively. Two licensees accounted for approximately 35%  (22% and 13%) of the Company’s total consolidated accounts receivable balance as of March 31, 2019 and three licensees accounted for approximately 44%  (19%,  13% and 12%) of the Company’s total consolidated accounts receivable balance as of December 31, 2018. The Company does not believe the accounts receivable balance from these licensees represents a significant collection risk based on past collection experience.

Investments

Investments

The Company accounts for equity securities under ASC 321, Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the consolidated balance sheets and, at the time of purchase, are reported in the consolidated statements of cash flows as an investing activity. Gains and losses on equity securities are recognized through net loss.  The Company recognized a gain on its equity securities of $0.3 million recorded in other income on the condensed consolidated statement of operations for the three months ended March 31, 2019. 

Equity Method Investment

Equity Method Investment

For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC, which is included in other assets in the condensed consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the three months ended March 31, 2019 and 2018, is included in other income in the unaudited condensed consolidated statements of operations.

The Company evaluates its equity method investment for impairment whenever events or changes in circumstances indicate that the carrying amounts of such investment may not be recoverable. The difference between the carrying value of the equity method investment and its estimated fair value is recognized as an impairment charge when the loss in value is deemed other-than-temporary.

Treasury Stock

Treasury Stock

Treasury stock is recorded at cost as a reduction of equity in the condensed consolidated balance sheets.

Stock-Based Compensation

Stock-Based Compensation

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock and restricted stock units, for which restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized on a straight-line basis over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total shares of common stock outstanding upon the lapse of applicable restrictions. For restricted stock, for which restrictions are based on performance measures (“performance stock units” or “PSUs”), restrictions lapse when those performance measures have been deemed achieved. Compensation cost for PSUs is recognized on a straight-line basis during the period from the date on which the likelihood of the PSUs being earned is deemed probable and (x) the end of the fiscal year during which such PSUs are expected to vest or (y) the date on which awards of such PSUs may be approved by the compensation committee of the Company’s board of directors (the “Compensation Committee”) on a discretionary basis, as applicable. PSUs are included in total shares of common stock outstanding upon the lapse of applicable restrictions. PSUs are included in total diluted shares of common stock outstanding when the performance measures have been deemed achieved but the PSUs have not yet been issued.

Fair value for stock options and warrants is calculated using the Black-Scholes valuation model and is expensed on a straight-line basis over the requisite service period of the grant. Compensation cost is reduced for forfeitures as they occur in accordance with ASU 2016‑09 Simplifying the Accounting for Share-Based Payments (“ASU 2016‑09”).

The Company adopted ASU No. 2018-07 Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”) as of January 1, 2019 on a modified retrospective basis.  In accordance with ASU 2018-07, the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant.  Prior periods have not been restated and were accounted for under the previous method where at each reporting period prior to the lapse of restrictions on warrants, time-based restricted stock and PSUs granted to non-employees, the Company remeasured the aggregate compensation cost of such grants using the Company’s fair value at the end of such reporting period and revised the straight-line recognition of compensation cost in line with such remeasured amount.

Lease

Leases

The Company has operating leases for certain properties for its offices and showrooms and for copiers. The Company adopted ASU No. 2016-02 Leases (“ASU 2016-02” or “ASC 842”) as of January 1, 2019 using the modified retrospective method as of the period of adoption.  The Company elected the package of practical expedients upon transition where the Company did not reassess the lease classification and initial direct costs for leases that existed prior to adoption.  Additionally, the Company did not reassess contracts entered into prior to adoption to determine whether the arrangement was or contained a lease.  In accordance with ASU 2016-02, for leases over twelve months the Company records a right-of-use asset and a lease liability representing the present value of future lease payments.  Rent expense is recognized on a straight-line basis over the term of the lease.  See Note 5 for further information.

Earnings Per Share

Earnings Per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the quarters ended March 31, 2019 and 2018.

The computation of diluted EPS for the three months ended March 31, 2019 and 2018 would exclude the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2019	2018
Unvested restricted stock	492,619	502,283

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments which potentially expose the Company to credit risk consist primarily of cash, restricted cash and accounts receivable. Cash is held to meet working capital needs and future acquisitions. Restricted cash is pledged as collateral for a comparable amount of irrevocable standby letters of credit for certain of the Company’s leased properties. Substantially all of the Company’s cash and restricted cash are deposited with high quality financial institutions. At times, however, such cash and restricted cash may be in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limit. The Company has not experienced any losses in such accounts as of March 31, 2019.

Concentration of credit risk with respect to accounts receivable is minimal due to the collection history. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable.

Loss Contingencies

Loss Contingencies

The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred.

Noncontrolling Interest

Noncontrolling Interest

Noncontrolling interest recorded for the three months ended March 31, 2019 and 2018 represents income allocations to Elan Polo International, Inc., a member of DVS Footwear International, LLC and With You, Inc., a member of With You LLC (the partnership between the Company and Jessica Simpson). 

Reportable Segment

Reportable Segment

An operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision maker (the “CODM”) to make decisions about resources to be allocated to the segment and assess its performance. Operating segments may be aggregated only to a limited extent. The Company’s CODM, the Chief Executive Officer, reviews financial information presented on a consolidated basis, accompanied by disaggregated information about revenues for purposes of making operating decisions and assessing financial performance. Accordingly, the Company has determined that it has a single operating and reportable segment. In addition, the Company has no foreign offices or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from television, book, and certain commissions.

New Accounting Pronouncements

New Accounting Pronouncements

ASU No. 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606”

In November 2018, the FASB issued ASU No. 2018-18 “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606” (“ASU 2018-18”).  ASU 2018-18 amends ASC 808, Collaborative Arrangements (“ASC 808”) and ASC 606, Revenue from Contracts with Customers (“ASC 606”) to clarify that certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer.

ASU 2018-18 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted.  The Company does not expect the adoption of ASU 2018-18 to have a material impact on the Company’s consolidated financial statements.

ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement”

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” (“ASU 2018-13”).  ASU 2018-13 eliminates, amends, and adds certain disclosure requirements for fair value measurements.

ASU 2018-13 is effective for annual and interim periods beginning after December 15, 2019, and early adoption is permitted for the entire standard or for the provisions that eliminate or amend disclosure requirements.  The Company does not expect the adoption of ASU 2018-13 to have a material impact on the Company’s condensed consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Summary of Significant Accounting Policies [Abstract]

Earnings Per Share, Basic and Diluted

	Three Months Ended March 31,
	2019	2018
Unvested restricted stock	492,619	502,283

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Fair Value Measurement of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Measurement of Financial Instruments [Abstract]

Schedule of Indefinite-lived Assets

Balance at January 1, 2019	$	964,911
Impairment charges		(161,224)
Amortization		(535)
Additions		42
Balance at March 31, 2019	$	803,194

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

		Carrying Value				Fair Value
Financial Instrument	Level	3/31/2019		12/31/2018		3/31/2019		12/31/2018
	(in thousands)
Equity securities	1	$	955	$	627	$	955	$	627
Interest rate swaps - liability	2	$	3,941	$	2,019	$	3,941	$	2,019
Term loans	2	$	512,775	$	519,850	$	509,034	$	515,742
Revolving loan	2	$	115,000	$	115,000	$	114,855	$	114,827
Legacy Payments	3	$	2,629	$	2,553	$	2,629	$	2,553

Schedule of Notional Amounts of Outstanding Derivative Positions

	Notional Value		Derivative Asset		Derivative Liability
	(in thousands)
LIBOR based loans	$	300,000	$	—	$	3,941

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Revenues (Tables)

3 Months Ended

Mar. 31, 2019

Revenues [Abstract]

Disaggregated Revenue

The following table presents revenue disaggregated by source:

	Three Months Ended March 31,
	2019		2018
	(in thousands)
Licensing agreements	$	35,162	$	37,527
Other		1,751		577
Total	$	36,913	$	38,104

Contract Balances

The below table summarizes the Company’s contract assets and contract liabilities:

	March 31,		December 31,
	2019		2018
	(in thousands)
Contract assets	$	3,458	$	3,167
Contract liabilities		4,483		4,999

Future Performance Obligations

The below table summarizes amounts related to future performance obligations under fixed contractual arrangements as of March 31, 2019 and the periods in which they are expected to be earned and recognized as revenue:

	2019		2020		2021		2022		2023		Thereafter
Future Performance Obligations	$	62,671	$	64,610	$	48,925	$	23,577	$	18,888	$	16,464

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Leases (Tables)

3 Months Ended

Mar. 31, 2019

Lease

Summary of operating lease assets and liabilities recorded on the balance sheet

		March 31,
	Classification on Balance Sheet	2019
Assets		(in thousands)
Non-current	Right-of-use assets - operating leases	$	49,317
Liabilities
Current	Current portion of lease liabilities - operating leases	$	2,761
Non-current	Lease liabilities - operating leases		53,623
Total operating lease liabilities		$	56,384
Weighted average remaining lease term (in years)			14.1

Summary of maturities of the Company’s lease liabilities

As of March 31, 2019, the maturities of the Company’s lease liabilities were as follows (in thousands):

	Operating Leases
2019 (remaining nine months)	$	4,864
2020		6,404
2021		6,247
2022		6,262
2023		6,277
Thereafter		58,320
Total minimum lease payments		88,374
Less: imputed interest		31,990
Lease liabilities	$	56,384

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Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Intangible Assets [Abstract]

Summary of Intangible Assets

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
March 31, 2019	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,452	$	(3,144)	$	9,308
Customer agreements	4		2,832		(2,717)		115
Patents	10		361		(323)		38
		$	15,645	$	(6,184)		9,461
Indefinite-lived intangible assets:
Trademarks							793,733
Intangible assets, net						$	803,194

		Gross
	Useful Lives	Carrying		Accumulated		Net Carrying
December 31, 2018	(Years)	Amount		Amortization		Amount
		(in thousands)
Finite-lived intangible assets:
Trademarks	5 - 15	$	12,438	$	(2,689)	$	9,749
Customer agreements	4		2,832		(2,639)		193
Patents	10		361		(321)		40
		$	15,631	$	(5,649)		9,982
Indefinite-lived intangible assets:
Trademarks							954,929
Intangible assets, net						$	964,911

Summary of Future Annual Estimated Amortization Expense

Estimated future annual amortization expense for intangible assets in service as of March 31, 2019 is summarized as follows:

Years Ended December 31,	(in thousands)
2019	$	1,485
2020		1,834
2021		1,831
2022		1,808
2023		1,383
Thereafter		1,120
	$	9,461

Schedule of Indefinite-lived Assets

Balance at January 1, 2019	$	964,911
Impairment charges		(161,224)
Amortization		(535)
Additions		42
Balance at March 31, 2019	$	803,194

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Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2019

Long-Term Debt [Abstract]

Schedule of Long Term Debt

The components of long-term debt are as follows:

	March 31,		December 31,
	2019		2018
	(in thousands)
Secured Term Loans	$	512,775	$	519,850
Revolving Credit Facility		115,000		115,000
Unamortized deferred financing costs		(22,738)		(24,063)
Total long-term debt, net of unamortized deferred financing costs		605,037		610,787
Less: current portion of long-term debt		28,300		28,300
Long-term debt	$	576,737	$	582,487

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Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2019

Stock-based Compensation

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Options	Exercise Price		(in Years)	Intrinsic Value
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	49,501	$	10.22	2.3	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	49,501	$	10.22	2.0	$	—
Exercisable - March 31, 2019	49,501	$	10.22	2.0	$	—

Schedule of Warrants Activity and Nonvested Warrants

The following table summarizes the Company’s outstanding warrants for the three months ended March 31, 2019:

				Weighted-Average
				Remaining
	Number of	Weighted-Average		Contractual Life	Aggregate
	Warrants	Exercise Price		(in Years)	IntrinsicValue
	(in thousands, except share and per share data)
Outstanding - January 1, 2019	200,000	$	13.32	6.4	$	—
Granted	—		—
Exercised	—		—
Forfeited or canceled	—		—
Outstanding  at March 31, 2019	200,000	$	13.32	6.2	$	—
Exercisable - March 31, 2019	200,000	$	13.32	6.2	$	—

Schedule of Restricted Stock Activity

A summary of the time-based restricted stock activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	292,989	$	3.72	0.9
Granted	—		—
Vested	—		—
Unvested - March 31, 2019	292,989	$	3.72	0.6

Schedule of Restricted Stock Units Activity

A summary of the time-based restricted stock units activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	1,615,953	$	2.24	2.2
Granted	—		—
Vested	(168,063)		(2.38)
Forfeited or canceled	(16,667)		(1.76)
Unvested - March 31, 2019	1,431,223	$	2.23	1.9

Schedule of Performance Stock Units Activity

A summary of the PSUs activity for the three months ended March 31, 2019 is as follows:

				Weighted-Average
		Weighted-Average		Remaining
		Grant Date Fair		Contractual Life
	Number ofShares	Value		(in Years)
Unvested - January 1, 2019	2,219,818	$	4.47	0.8
Granted	—		—
Vested	(289,671)		(4.68)
Forfeited or canceled	(26,179)		(5.14)
Unvested - March 31, 2019	1,903,968	$	4.43	1.1

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Organization and Nature of Operations (Details)	Mar. 31, 2019 entity
Minimum [Member]
Number of licensees	140

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Summary of Significant Accounting Policies (Narrative) (Details) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019 USD ($) segment	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Jul. 01, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue	$ 36,913	$ 38,104
Advertising expenses	900
Accounts receivable, net	56,465		$ 66,202
Gain on equity securities	(328)
Impairment of trademark	$ 161,224
Number of operating segments | segment	1
Number of reportable segments | segment	1
Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Useful Lives	2 years
Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Advertising expenses		$ 100
Useful Lives	15 years
Trademarks [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Impairment of trademark	$ 161,224
Gaiam Pty Limited [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Equity method investment, noncontrolling interest				49.90%
Accounts Receivable [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	35.00%		44.00%
Accounts Receivable [Member] | License One [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	22.00%		19.00%
Accounts Receivable [Member] | License Two [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	13.00%		13.00%
Accounts Receivable [Member] | License Three [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage			12.00%
Sales Revenue, Services, Net [Member] | License One [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	12.00%	11.00%
Sales Revenue, Services, Net [Member] | License Two [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	11.00%	10.00%
Sales Revenue, Services, Net [Member] | License Three [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Concentration risk, percentage	10.00%
Advertising Member
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net revenue	$ 0	$ 0

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Summary of Significant Accounting Policies (Antidilutive Shares Excluded from Computation of Diluted EPS) (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Equity Option [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	492,619	502,283

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Fair Value Measurement of Financial Instruments (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Impairment of trademark	$ 161,224
Derivative, maturing in 2021	150,000
Derivative, maturing in 2022	$ 150,000
Gross licensing revenue payable, percentage	3.50%
Licensing revenue payment period	5 years
Accretion expense	$ 100
Amortization expense	500	$ 200
Trademarks [Member]
Impairment of trademark	161,224
Maximum [Member]
Accretion expense		$ 100
Interest Rate Cap [Member]
Derivative, notional amount	$ 300,000

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Fair Value Measurement of Financial Instruments (Schedule of Indefinite-lived Assets) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Indefinite-lived Intangible Assets [Line Items]
Impairment charges	$ (161,224)
Trademarks [Member]
Indefinite-lived Intangible Assets [Line Items]
Balance at January 1	954,929
Additions	28
Impairment charges	(161,224)
Balance at March 31	$ 793,733

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Fair Value Measurement of Financial Instruments (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	$ 955	$ 627
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan	955	627
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	3,941	2,019
Fair Value, Inputs, Level 2 [Member] | Interest Rate Swap [Member] | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan	3,941	2,019
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Term Loans Member | Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan	512,775	519,850
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Term Loans Member | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan	509,034	515,742
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Revolving Loans [Member] | Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative liability	115,000	115,000
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Nonrecurring [Member] | Revolving Loans [Member] | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Term loan	114,855	114,827
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Legacy payments	2,629	2,553
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Legacy payments	$ 2,629	$ 2,553

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Fair Value Measurement of Financial Instruments (Schedule of Notional Amounts of Outstanding Derivative Positions) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Dec. 10, 2018
Interest Rate Swap [Member]
Derivatives, Fair Value [Line Items]
Notional Value		$ 300,000	$ 300,000
Interest Rate Cap [Member]
Derivatives, Fair Value [Line Items]
Notional Value	$ 300,000
Derivative Liability	$ 3,941

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Revenues (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Revenues [Abstract]
Retained Earnings (Accumulated Deficit), Total	$ (360,068)		$ (234,723)
Accounts receivable, net	56,465		66,202
Noncontrolling interest	71,172		70,726
Deferred income taxes	27,914		$ 67,002
Net revenue	36,913	$ 38,104
Benefit from income taxes	$ (38,629)	$ (41)

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Revenues (Disaggregated Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Disaggregated revenue	$ 36,913	$ 38,104
Licensing Agreements [Member]
Disaggregated revenue	35,162	37,527
Other Contract [Member]
Disaggregated revenue	$ 1,751	$ 577

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Revenues (Contract Balances) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Revenues [Abstract]
Contract assets	$ 3,458	$ 3,167
Contract liabilities	$ 4,483	$ 4,999

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Revenues (Future Performance Obligations) (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	$ 62,671
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	64,610
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	48,925
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	23,577
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	18,888
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Future Performance Obligations	$ 16,464

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Revenues (Future Performance Obligations Alternate) (Details)	3 Months Ended
	Mar. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	9 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	0 years

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Leases - (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Lease
Discount rate for the leases	6.76%
Rent expense for operating leases	$ 1.6	$ 1.5
Lease, Practical Expedients, Package	true

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Leases - Lease Assets and Liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)
Operating lease assets and liabilities recorded on the balance sheet
Right-of-use assets - operating leases	$ 49,317
Financial position	us-gaap:OtherAssetsNoncurrent
Current portion of lease liabilities - operating leases	$ 2,761
Financial position	us-gaap:OtherLiabilitiesCurrent
Lease liabilities - operating leases	$ 53,623
Financial position	us-gaap:OtherLiabilitiesNoncurrent
Total operating lease liabilities	$ 56,384
Weighted average remaining lease term (in years)	14 years 1 month 6 days

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Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Maturities of the Company’s lease liabilities
2019 (remaining nine months)	$ 4,864
2020	6,404
2021	6,247
2022	6,262
2023	6,277
Thereafter	58,320
Total minimum lease payments	88,374
Less: imputed interest	31,990
Lease liabilities	$ 56,384

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Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 19, 2018	Mar. 31, 2019	Mar. 31, 2018
Amortization expense		$ 500	$ 200
Loss on sale of assets			$ (5,142)
Impairment charges		$ 161,224
Revo Trademark
Loss on sale of assets	$ 5,100

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Intangible Assets (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Schedule Of Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 15,645	$ 15,631
Accumulated Amortization	(6,184)	(5,649)
Finite-lived intangible assets, net	9,461	9,982
Net Carrying Amount, Intangible Assets	$ 803,194	964,911
Minimum [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	2 years
Maximum [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	15 years
Trademarks [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Indefinite lived intangible assets	$ 793,733	954,929
Trademarks [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Gross Carrying Amount	12,452	12,438
Accumulated Amortization	(3,144)	(2,689)
Finite-lived intangible assets, net	$ 9,308	$ 9,749
Trademarks [Member] | Minimum [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	5 years	5 years
Trademarks [Member] | Maximum [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	15 years	15 years
Customer Contracts [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	4 years	4 years
Gross Carrying Amount	$ 2,832	$ 2,832
Accumulated Amortization	(2,717)	(2,639)
Finite-lived intangible assets, net	$ 115	$ 193
Patents [Member]
Schedule Of Finite Lived Intangible Assets [Line Items]
Useful Lives	10 years	10 years
Gross Carrying Amount	$ 361	$ 361
Accumulated Amortization	(323)	(321)
Finite-lived intangible assets, net	$ 38	$ 40

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Intangible Assets (Future Annual Estimated Amortization Expense) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Intangible Assets [Abstract]
2019	$ 1,485
2020	1,834
2021	1,831
2022	1,808
2023	1,383
Thereafter	1,120
Intangible assets amortization, total	9,461	$ 9,982
Intangible Assets, Net (Excluding Goodwill), Total	$ 803,194	$ 964,911

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Intangible Assets (Changes in Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Impairment charges	$ (161,224)
Amortization	$ 500	$ 200
Indefinite-lived Intangible Assets [Member]
Balance at January 1		964,911
Impairment charges		(161,224)
Amortization		(535)
Additions		42
Balance at March 31		$ 803,194

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Long-Term Debt (Narrative) (Details) - USD ($)				1 Months Ended	3 Months Ended
	Aug. 07, 2018	Jul. 02, 2016	Jul. 02, 2016	Mar. 31, 2017	Mar. 31, 2019	Sep. 30, 2018	Dec. 31, 2018	Dec. 10, 2018	Jul. 01, 2016
Disclosure Long Term Debt Additional Information [Line Items]
Long-term debt					$ 605,037,000		$ 610,787,000
Derivative, maturing in 2021					150,000,000
Derivative, maturing in 2022					150,000,000
Interest Rate Cap [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Derivative, notional amount					$ 300,000,000
Interest Rate Swap [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Derivative, notional amount							$ 300,000,000	$ 300,000,000
BoA Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument period of credit agreement	5 years
Proceeds from issuance of long-term debt		$ 335,000,000	$ 287,500,000
Long-term debt									$ 258,000,000
Debt instrument covenant payment percentage of intellectual property disposed liquidation value					50.00%
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral					100.00%
Debt instrument orderly liquidation value of registered trademarks percentage benchmark					15.00%
Debt instrument, covenant description					(i) maintain a positive net income, (ii) satisfy a maximum loan to value ratio initially set at 50.0% (applicable to the Amended Revolving Loans and Amended Tranche A Loans) decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the New Amended BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter.
Quarterly amortization installments					$ 5,000,000
Debt instrument, description					(i) the loans outstanding under the New Amended BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property's orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties.
Debt instrument, covenant compliance					At March 31, 2019, the Company is in compliance with the covenants included in the New Amended BoA Credit Agreement.
Line of credit facility, covenant terms					The Amended BoA Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries. Moreover, the Amended BoA Credit Agreement contained financial covenants that required the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income (as defined in the agreement), (ii) satisfy a maximum loan to value ratio set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended BoA Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter
BoA Credit Agreement [Member] | Revolving Credit Facility [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Line of credit facility, maximum borrowing capacity									110,000,000
Line of credit facility, unused capacity, commitment fee percentage					0.375%
Debt instrument increase conditions					The Company could have requested an increase in (i) the Revolving Credit Facility and Tranche A Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.33:1.00 and (ii) the Tranche A-1 Loans, as would not have caused the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 2.50:1.00 and (b) with respect to any other increase, 2.40:1.00, subject to the satisfaction of certain conditions in the Amended BoA Credit Agreement
Long-term Line of Credit									80,500,000
BoA Credit Agreement [Member] | Tranche A -1 Term Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, face amount									44,500,000
Long-term debt									44,500,000
BoA Credit Agreement [Member] | Tranche A -1 Term Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					7.00%
BoA Credit Agreement [Member] | Tranche A -1 Term Loans [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					6.00%
BoA Credit Agreement [Member] | Tranche A [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, face amount									133,000,000
Long-term debt									133,000,000
BoA Credit Agreement [Member] | Tranche A [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					3.50%
BoA Credit Agreement [Member] | Tranche A [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					2.50%
BoA Term Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, periodic payment					$ 5,000,000
Debt instrument, date of first required payment					Sep. 30, 2016
Tranche A [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Maximum loan to value ratio					50.00%
Tranche A [Member] | Revolving Credit Facility [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.80%
Line of credit facility, covenant terms					(i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.80:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the New Amended BoA Credit Agreement.
Revolving Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Long-term debt									115,000,000
Maximum loan to value ratio					50.00%
Revolving Loans [Member] | Notes Payable to Banks [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					3.50%
GSO Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, covenant description					(a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof. The loans under the New Amended FS/KKR Credit Agreement will continue to amortize in quarterly installments of approximately $2.1 million.
Line of credit facility, interest rate description					(i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum.
Debt instrument, covenant compliance					At March 31, 2019, the Company is in compliance with the covenants included in the New Amended FS/KKR Credit Agreement.
Line of credit facility, covenant terms					The Amended FS/KKR Credit Agreement contained customary representations and warranties and customary affirmative and negative covenants applicable to the FS/KKR Facility Loan Parties and their subsidiaries. Moreover, the Amended FS/KKR Credit Agreement contained financial covenants that required the FS/KKR Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 6.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 2.80:1.00, decreasing over the term of the Amended FS/KKR Credit Agreement until reaching the final maximum ratio of 2.50:1.00 for the fiscal quarter ended September 30, 2018 and thereafter
GSO Credit Agreement Reinvestment Rights Scenario Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral					0.00%
Amended KKR Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Line of credit facility, maximum borrowing capacity									415,000,000
Debt instrument increase conditions					The Company could have requested one or more additional term loan facilities or the increase of term loan commitments under the Amended FS/KKR Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to have exceeded 6.00:1.00, subject to the satisfaction of certain conditions in the Amended FS/KKR Credit Agreement
Amended KKR Credit Agreement [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral					75.00%
Amended KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral					50.00%
Amended FS/KKR Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Percent of disposed intellectual property for mandatory prepayment					50.00%
Percent of assets disposed of other than intellectual property for mandatory prepayment					100.00%
Annual amortization as a percent of original aggregate principal				2.00%
Amended FS/KKR Credit Agreement [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Percent of consolidated excess cash flow for mandatory prepayment					75.00%
Amended FS/KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Percent of consolidated excess cash flow for mandatory prepayment					50.00%
Amended FS/KKR Credit Agreement [Member] | Scenario Plan Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Percent of consolidated excess cash flow for mandatory prepayment					0.00%
Amended FS/KKR Credit Agreement [Member] | Scenario Plan Four [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					6.00%
FS/KKR Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, face amount									314,000,000
Debt instrument, periodic payment	$ 2,100,000
Debt instrument consolidated total leverage ratio					6.00%
FS/KKR Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					8.75%
FS/KKR Credit Agreement [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					7.75%
New Amended FS/KKR Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument covenant payment percentage of intellectual property disposed liquidation value		50.00%
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral		100.00%
Debt instrument, covenant description					(i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 6.25:1.00 for the fiscal quarter ending September 30, 2022 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 3.875:1.00, decreasing over the term of the New Amended FS/KKR Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter
New Amended FS/KKR Credit Agreement [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					3.875%
Final consolidated total leverage ratio					7.25%
New Amended FS/KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.875%
Final consolidated total leverage ratio					6.25%
New Amended FS/KKR Credit Agreement [Member] | Additional Loan Facility [Member] | Scenario Plan Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					6.00%
Third Amended BoA Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Long-term debt									335,000,000
Amended BoA Revolving Credit Commitments [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Line of credit facility, maximum borrowing capacity									130,000,000
Line of credit facility, unused capacity, commitment fee percentage					0.375%
Maximum loan to value ratio					50.00%
Consolidated first lien leverage ratio	3.875%
Final consolidated first lien leverage ratio	2.875%
Percent of disposed intellectual property for mandatory prepayment					50.00%
Percent of assets disposed of other than intellectual property for mandatory prepayment					100.00%
Amended BoA Revolving Credit Commitments [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Final consolidated first lien leverage ratio						2.50%
Third Amended BoA Tranche A-1 Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, face amount									70,000,000
Long-term debt									70,000,000
Third Amended BoA Tranche A-1 Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					7.00%
Third Amended BoA Tranche A-1 Loans [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					6.00%
Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					3.50%
Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					2.50%
Third Amended BoA Tranche A Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, face amount									150,000,000
Long-term debt									$ 150,000,000
New Amended BoA Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.90%
Amended FS/KKR Covenant Requirements - GSO Facility Loan Parties [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					7.25%
Final consolidated first lien leverage ratio					6.50%
Amended FS/KKR Covenant Requirements - GSO Facility Loan Parties [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.80%
Final consolidated first lien leverage ratio					2.50%
Maximum [Member] | Tranche A -1 Term Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument orderly liquidation value of registered trademarks percentage benchmark					10.00%
Maximum [Member] | Tranche A [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.80%
Maximum [Member] | Tranche A -1 Term Loans [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.50%
Maximum [Member] | Tranche A -1 Term Loans [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.40%
Maximum [Member] | Amended KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument consolidated total leverage ratio					4.00%
Maximum [Member] | Amended KKR Credit Agreement [Member] | Scenario Plan Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument consolidated total leverage ratio					3.00%
Maximum [Member] | Amended KKR Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					9.00%
Maximum [Member] | Amended KKR Credit Agreement [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					8.00%
Maximum [Member] | Amended FS/KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					4.00%
Maximum [Member] | Amended FS/KKR Credit Agreement [Member] | Scenario Plan Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					3.00%
Maximum [Member] | Amended FS/KKR Credit Agreement [Member] | Scenario Plan Four [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					6.00%
Maximum [Member] | Third Amended BoA Credit Agreement [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Maximum loan to value ratio	42.50%
Maximum [Member] | Third Amended BoA Tranche A-1 Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate	6.00%
Maximum [Member] | Third Amended BoA Tranche A-1 Loans [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate	5.00%
Maximum [Member] | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate	3.00%
Maximum [Member] | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate	2.00%
Maximum [Member] | Revolving Credit Facility and Tranche A Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					2.33%
Minimum [Member] | Tranche A -1 Term Loans [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated first lien leverage ratio					3.00%
Minimum [Member] | Amended KKR Credit Agreement [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument consolidated total leverage ratio					4.00%
Minimum [Member] | Amended KKR Credit Agreement [Member] | Scenario Plan Three [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument consolidated total leverage ratio					3.00%
Minimum [Member] | Amended KKR Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					8.25%
Minimum [Member] | Amended KKR Credit Agreement [Member] | Base Rate [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Debt instrument, basis spread on variable rate					7.25%
Minimum [Member] | Amended FS/KKR Credit Agreement [Member] | Scenario Plan One [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					4.00%
Minimum [Member] | Amended FS/KKR Credit Agreement [Member] | Scenario Plan Two [Member]
Disclosure Long Term Debt Additional Information [Line Items]
Consolidated total leverage ratio					3.00%

XML

Long-Term Debt (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Jul. 01, 2016
Unamortized deferred financing costs	$ (22,738)	$ (24,063)
Total long-term debt, net of unamortized deferred financing costs	605,037	610,787
Less: current portion of long-term debt	28,300	28,300
Long term debt, noncurrent	576,737	582,487
BoA Credit Agreement [Member]
Total long-term debt, net of unamortized deferred financing costs			$ 258,000
BoA Term Loans [Member]
Secured Term Loans	512,775	519,850
Revolving Loans [Member]
Revolving Credit Facility	$ 115,000	$ 115,000
Total long-term debt, net of unamortized deferred financing costs			$ 115,000

XML

Stock-based Compensation (Narrative) (Details) - USD ($)		3 Months Ended
	Feb. 20, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Warrants
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 0	$ 0
Unvested shares		0
Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 100,000	100,000
Unrecognized compensation expense, other than options		$ 100,000
Unrecognized compensation expense, period for recognition		7 months 6 days
Stock Appreciation Rights (SARs) [Member] | Chief Financial Officer And Former Chief Financial Officer And Chief Executive Officer And Employees And Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 300,000	600,000
Unrecognized compensation expense, other than options		$ 1,500,000
Unrecognized compensation expense, period for recognition		1 year 10 months 24 days
Stock Appreciation Rights (SARs) [Member] | Employees and Consultants [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense			$ 300,000
Stock Appreciation Rights (SARs) [Member] | Employees and Consultants [Member] | Share-based Compensation Award, Tranche One [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 100,000
Stock Appreciation Rights (SARs) [Member] | Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards, granted in period			843,486
Performance based restricted stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 300,000	$ 700,000
Unvested shares		1,903,968		2,219,818
Performance based restricted stock | Years Ended December 31, 2016 - 2018 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 300,000
Number of shares vested		231,396
Performance based restricted stock | Employees and Consultants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 500,000
Restricted stock awards, granted in period	208,883
Performance based restricted stock | Employee [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards, granted in period		200,000
Award vesting period			2 years
Grant date fair value of stock units granted			$ 500,000
Performance based restricted stock | Consultant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards, granted in period			250,000
Award vesting period			5 years
Grant date fair value of stock units granted			$ 500,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares		292,989		292,989
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unvested shares		1,431,223		1,615,953
Restricted Stock Units (RSUs) [Member] | Employees and Consultants [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Grant date fair value of stock units granted			$ 1,600,000
Restricted Stock Units (RSUs) [Member] | Employees and Consultants [Member] | Share-based Compensation Award, Tranche One [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			5 years
Restricted Stock Units (RSUs) [Member] | Employees [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock awards, granted in period			903,679
Employee Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Allocated share-based compensation expense		$ 0	$ 0
Unrecognized compensation expense, options		$ 0
Nonvested options		0
Warrants [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense, other than options		$ 0
Granted, Options

XML

Stock-based Compensation (Summary of Stock Option Activity and Changes in Unvested Stock Options) (Detail) - Employee Stock Option [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding beginning, Number of Options	49,501
Outstanding ending, Number of Options	49,501	49,501
Exercisable, Number of Options	49,501
Outstanding beginning, Weighted Average Exercise Price	$ 10.22
Outstanding ending, Weighted Average Exercise Price	10.22	$ 10.22
Exercisable, Weighted Average Exercise Price	$ 10.22
Weighted Average Remaining Contractual Life (in years)	2 years	2 years 3 months 18 days
Exercisable, Weighted Average Remaining Contractual Life (in years)	2 years
Nonvested
Outstanding ending, Number of Options	0

XML

Stock-based Compensation (Summary of Warrant Activity) (Detail) - Warrants [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Outstanding beginning, Number of Options	200,000
Granted, Number of Options
Outstanding ending, Number of Options	200,000	200,000
Exercisable, Number of Options	200,000
Outstanding beginning, Weighted Average Exercise Price	$ 13.32
Granted, Weighted Average Exercise Price
Outstanding ending, Weighted Average Exercise Price	13.32	$ 13.32
Exercisable, Weighted Average Exercise Price	$ 13.32
Weighted Average Remaining Contractual Life (in years)	6 years 2 months 12 days	6 years 4 months 24 days
Exercisable, Weighted Average Remaining Contractual Life (in years)	6 years 2 months 12 days
Nonvested
Granted, Options

XML

Stock-based Compensation (Summary of Restricted Stock Activity and Performance Stock Units) (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Restricted Stock
Summary Of Restricted Stock Activity [Line Items]
Outstanding beginning, Other than options	292,989
Outstanding ending, Other than options	292,989	292,989
Outstanding beginning, Weighted Average Exercise Price, Other than options	$ 3.72
Outstanding ending , Weighted Average Exercise Price, Other than options	$ 3.72	$ 3.72
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested	7 months 6 days	10 months 24 days
Performance based restricted stock
Summary Of Restricted Stock Activity [Line Items]
Outstanding beginning, Other than options	2,219,818
Vested, Other than options	(289,671)
Forfeited or Canceled, Other than options	(26,179)
Outstanding ending, Other than options	1,903,968	2,219,818
Outstanding beginning, Weighted Average Exercise Price, Other than options	$ 4.47
Vested, Weighted Average Grant Date Fair Value	(4.68)
Forfeited or Canceled, Weighted Average Exercise Price, Other than options	(5.14)
Outstanding ending , Weighted Average Exercise Price, Other than options	$ 4.43	$ 4.47
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested	1 year 1 month 6 days	9 months 18 days
Restricted Stock Units (RSUs) [Member]
Summary Of Restricted Stock Activity [Line Items]
Outstanding beginning, Other than options	1,615,953
Vested, Other than options	(168,063)
Forfeited or Canceled, Other than options	(16,667)
Outstanding ending, Other than options	1,431,223	1,615,953
Outstanding beginning, Weighted Average Exercise Price, Other than options	$ 2.24
Vested, Weighted Average Grant Date Fair Value	(2.38)
Forfeited or Canceled, Weighted Average Exercise Price, Other than options	(1.76)
Outstanding ending , Weighted Average Exercise Price, Other than options	$ 2.23	$ 2.24
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested	1 year 10 months 24 days	2 years 2 months 12 days

XML

Related Party Transactions (Narrative) (Details) - USD ($) $ in Thousands						3 Months Ended		12 Months Ended
	Jul. 30, 2016	Dec. 04, 2015	Nov. 17, 2014	Jul. 30, 2013	Jan. 01, 2013	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Aug. 15, 2014
Related Party [Line Items]
Operating expenses						$ 22,770	$ 18,050
Revenue from Contract with Customer, Including Assessed Tax						36,913	38,104
Loss on sale of assets							$ (5,142)
Intangible asset agreement annual payment						1,700
Accretion expense						100
Accounts Payable and Accrued Liabilities, Current						21,844		$ 23,527
TCP Agreement [Member]
Related Party [Line Items]
Cash Paid For Services						$ 200
License agreement annual payment									$ 900
FUL [Member]
Related Party [Line Items]
Loss on sale of assets								(2,000)
FUL [Member]
Related Party [Line Items]
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill			$ 8,900
Business acquisition, percentage of voting interests acquired			50.50%
Payments to acquire businesses, net of cash acquired			$ 4,500
Tengram Capital Partners Gen2 Fund LP [Member]
Related Party [Line Items]
Percentage of beneficially owned outstanding common stock					5.00%
Tengram Capital Partners Gen2 Fund LP [Member] | TCP Agreement [Member]
Related Party [Line Items]
Amount due for services								200
ES Originals Inc [Member]
Related Party [Line Items]
Type of Revenue						us-gaap:RoyaltyMember	us-gaap:RoyaltyMember
Revenue from Contract with Customer, Including Assessed Tax						$ 1,200	$ 1,600
Other asset						1,000		1,200
Due from related parties, current						4,300		6,200
Current receivable						900		900
ES Originals Inc [Member] | License-back Agreement [Member]
Related Party [Line Items]
License agreement payments during period						300	300
TCP Employee [Member]
Related Party [Line Items]
Operating expenses						$ 100	100
TCP Employee [Member] | Restricted Stock
Related Party [Line Items]
Other than options, granted				125,000
Award vesting period						4 years
TCP Employee [Member] | Performance based restricted stock
Related Party [Line Items]
Other than options, granted	200,000			180,000
Award vesting period						3 years
TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Restricted Stock
Related Party [Line Items]
Other than options, granted						300,000
Award vesting period						3 years
Share based compensation, vesting percentage						25.00%
Centric Brands, Inc. [Member]
Related Party [Line Items]
Revenue from Contract with Customer, Including Assessed Tax						$ 1,700
Current receivable						300		800
Accounts Payable and Accrued Liabilities, Current						$ 500
IP License Agreement and Intangible Asset Agreement [Member]
Related Party [Line Items]
Terms of agreement, description						for calendar years 2018 through 2020 exceed $195 million or the gross licensing revenues for calendar year 2020 equal or exceed $65 million.
Aggregate gross revenues per agreement, benchmark		$ 195,000
Gross revenues per agreement, benchmark		$ 65,000
License agreement payments during period						$ 500
Accretion expense						100	100
IP License Agreement [Member]
Related Party [Line Items]
License agreement annual payment						1,300
Due to related parties, current						3,700		3,900
IP License Agreement [Member] | Other Noncurrent Liabilities [Member]
Related Party [Line Items]
Due to related parties, current						800		1,100
IP License Agreement [Member] | Accounts Payable and Accrued Liabilities [Member]
Related Party [Line Items]
Due to related parties, current						$ 2,900		2,800
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						20.00%
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						20.00%
Award Date One [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						60.00%
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche One [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						33.30%
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Two [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						33.30%
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Restricted Stock
Related Party [Line Items]
Other than options, granted						150,000
Award Date Two [Member] | TCP Employee [Member] | Share-based Compensation Award, Tranche Three [Member] | Performance based restricted stock
Related Party [Line Items]
Share based compensation, vesting percentage						33.40%
Maximum [Member]
Related Party [Line Items]
Accretion expense							100
Maximum [Member] | ES Originals Inc [Member]
Related Party [Line Items]
Expenses, related party						$ 100	100
Maximum [Member] | TCP Employee [Member]
Related Party [Line Items]
Due to related parties, current						$ 100		$ 100
Maximum [Member] | IP License Agreement and Intangible Asset Agreement [Member]
Related Party [Line Items]
License agreement payments during period							$ 100

XML

Subsequent Events (Details) - USD ($)		3 Months Ended
	Apr. 06, 2019	Mar. 31, 2019
Subsequent Event [Line Items]
Impairment charges		$ 161,224,000
MLSO
Subsequent Event [Line Items]
Percentage of ownership before transaction	100.00%
Sale of issued and outstanding equity interest	$ 167,000,000
Maximum [Member] | MLSO
Subsequent Event [Line Items]
Earnout on performance target achieved during first three year	$ 40,000,000