Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Apr. 13, 2021 | Jun. 30, 2020 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K/A | ||
Document Period End Date | Dec. 31, 2020 | ||
Entity Registrant Name | SEQUENTIAL BRANDS GROUP, INC. | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Title of 12(b) Security | Common stock, par value $0.01 per share | ||
Trading Symbol | SQBG | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 1,656,865 | ||
Entity Central Index Key | 0001648428 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | true | ||
Amendment Description | EXPLANATORY NOTE – RESTATEMENT OF FINANCIAL INFORMATION Sequential Brands Group, Inc. ("the Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amended Filing") to amend its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on April 15, 2021 (the "Original Filing"). In filing this amendment, the Company restates its previously issued audited consolidated financial statements and related disclosures for the year ended December 31, 2020 to reclassify its long-term debt, net of current portion, to current.Background and Effects of the RestatementAs disclosed in the Current Report on Form 8-K filed on July 26, 2021, subsequent to the issuance of the Original Filing, the Company determined that its non-current debt should be reclassified to current debt (the "Reclassification of Indebtedness"). As previously disclosed in its Current Report on Form 8-K dated June 21, 2021, the Company entered into a waiver (the "Waiver") under its Third Amended and Restated First Lien Credit Agreement, dated as of July 1, 2016 (as amended, restated or otherwise modified from time to time, the "Amended BoA Credit Agreement"), with Bank of America, N.A. ("BoA"), as administrative agent and collateral agent, and the lenders party thereto. Due to the Waiver, management reassessed its existing waivers with Wilmington Trust, National Association and the required lenders under its Third Amended and Restated Credit Agreement, dated as of July 1, 2016 along with its balance sheet classification of all debt for the year ended December 31, 2020. When reviewing and re-evaluating the Company's situation of waivers and its multiple extensions, which also cover any cross-defaults between the Credit Agreements, management determined an adjustment for non-current debt is required in accordance with Accounting Standard Codification ("ASC") 470, Debt. ASC 470 states that debt would qualify as noncurrent if the creditor either waives its right to demand repayment under the specific covenant that was violated or otherwise loses its right to demand repayment (e.g., because the debtor cures the violation) for a period of more than one year after the balance sheet date. While the Company's existing waivers had multiple extensions, the waiver period was not over one year. As a result, in this Amended Filing, all non-current debt of $436.4 million, was reclassified to current debt at December 31, 2020. Management evaluated the materiality of the error from a quantitative and qualitative perspective and concluded that this adjustment was material to the Company's presentation and disclosures of current and non-current liabilities on its condensed consolidated balance sheet. There was no impact on the Company's results of operations, changes in equity, and cash flows. The Company has effected the adjustment in this Amended Filing. Refer to Note 18 of the Notes to Consolidated Financial Statements of this Amended Filing. Internal Controls and Disclosure Controls and ProceduresManagement has reassessed its evaluation of the effectiveness of its Disclosure Controls and Procedures as of December 31, 2020 based on the classification error described above, and has concluded that there was a material weakness in the Company's internal controls over financial reporting for the classification of our debt and that disclosure controls and procedures were not effective. For a description of the material weakness in our internal control over financial reporting and our plan to remediate the material weakness, see Part II – Item 9A. Controls and Procedures of this Amended Filing. Items Amended in This FilingThis Amended Filing amends and restates the following items of the Company's Original Filing as of, and for the year ended December 31, 2020: Part I – Item 1A. Risk Factors-Risks Related to Our Internal ControlsPart I – Item 7. Management's Discussion and Analysis-Liquidity and Capital ResourcesPart II – Item 9A. Controls and Procedures Part IV – Item 15. Exhibits, Financial Statement Schedules In accordance with applicable SEC rules, this Amended Filing includes certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") from the Company's Principal Executive Officer and Principal Financial Officer dated as of the date of this Amended Filing. Except for the items noted above, no other information included in the Original Filing is being amended by this Amended Filing. The Amended Filing speaks as of the date of the Original Filing and the Company has not updated the Original Filing to reflect events occurring subsequent to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Company's filings made with the SEC subsequent to the date of the Original Filing. | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 9,808,087 | ||
ICFR Auditor Attestation Flag | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash | $ 15,501,000 | $ 6,264,000 |
Restricted cash | 2,043,000 | |
Accounts receivable, net | 43,039,000 | 39,452,000 |
Prepaid expenses and other current assets | 7,791,000 | 4,228,000 |
Current assets from discontinued operations | 6,839,000 | |
Total current assets | 66,331,000 | 58,826,000 |
Property and equipment, net | 1,280,000 | 5,349,000 |
Intangible assets, net | 485,458,000 | 599,967,000 |
Goodwill | 0 | 0 |
Right-of-use assets - operating leases | 3,257,000 | 50,320,000 |
Other assets | 9,583,000 | 8,782,000 |
Total assets | 565,909,000 | 723,244,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 18,826,000 | 15,721,000 |
Current portion of long-term debt | 452,250,000 | 12,750,000 |
Current portion of deferred revenue | 3,924,000 | 6,977,000 |
Current portion of lease liabilities - operating leases | 936,000 | 3,035,000 |
Current liabilities from discontinued operations | 730,000 | 1,959,000 |
Total current liabilities | 476,666,000 | 40,442,000 |
Long-term debt, net of current portion | 0 | 433,250,000 |
Long-term deferred revenue, net of current portion | 2,483,000 | 4,604,000 |
Deferred income taxes | 11,108,000 | 14,351,000 |
Lease liabilities - operating leases, net of current portion | 2,776,000 | 54,168,000 |
Other long-term liabilities | 297,000 | 3,389,000 |
Total liabilities | 493,330,000 | 550,204,000 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock Series A, $0.01 par value; 10,000,000 shares authorized; none issued and outstanding at December 31, 2020 and December 31, 2019 | ||
Common stock, $0.01 par value; 150,000,000 shares authorized; 1,688,156 and 1,671,937 shares issued at December 31, 2020 and December 31, 2019, respectively, and 1,656,805 and 1,644,518 shares outstanding at December 31, 2020 and December 31, 2019, respectively | 17,000 | 17,000 |
Additional paid-in capital | 515,584,000 | 515,151,000 |
Accumulated other comprehensive loss | (2,340,000) | (4,096,000) |
Accumulated deficit | (483,546,000) | (394,126,000) |
Treasury stock, at cost; 31,351 and 27,419 shares at December 31, 2020 and December 31, 2019, respectively | (3,269,000) | (3,230,000) |
Total Sequential Brands Group, Inc. and Subsidiaries stockholders’ equity | 26,446,000 | 113,716,000 |
Noncontrolling interests | 46,133,000 | 59,324,000 |
Total equity | 72,579,000 | 173,040,000 |
Total liabilities and equity | $ 565,909,000 | $ 723,244,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Preferred stock Series A, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock Series A, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock Series A, shares issued | 0 | 0 |
Preferred stock Series A, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 1,688,156 | 1,671,937 |
Common stock, shares outstanding | 1,656,805 | 1,644,518 |
Treasury stock, shares | 31,351 | 27,419 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 89,811 | $ 101,576 |
Operating expenses | 53,861 | 61,671 |
Impairment charges | 85,590 | 33,109 |
Gain on sale of assets | (4,527) | |
(Loss) income from operations | (45,113) | 6,796 |
Other expense | 5,809 | 2,107 |
Interest expense, net | 48,252 | 53,760 |
Loss from continuing operations before income taxes | (99,174) | (49,071) |
Benefit from income taxes | 3,067 | 8,695 |
Loss from continuing operations | (96,107) | (40,376) |
Net loss attributable to noncontrolling interests from continuing operations | 7,963 | 6,036 |
Loss from continuing operations attributable to Sequential Brands Group, Inc. and Subsidiaries | (88,144) | (34,340) |
Loss from discontinued operations, net of income taxes | (1,276) | (125,063) |
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries | $ (89,420) | $ (159,403) |
Basic and diluted loss per share: | ||
Basic and diluted | $ (53.54) | $ (21.21) |
Loss per share from discontinued operations: | ||
Basic and diluted | (0.78) | (77.25) |
Earnings (loss) per share attributable to Sequential Brands Group, Inc. and Subsidiaries: Basic and Diluted | $ (54.32) | $ (98.46) |
Weighted-average common shares outstanding: | ||
Basic and diluted ( in shares) | 1,646,194 | 1,619,021 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss from continuing operations | $ (96,107) | $ (40,376) |
Other comprehensive (loss) income: | ||
Unrealized gain (loss) on interest rate swaps | 1,756 | (2,542) |
Other comprehensive income (loss) | 1,756 | (2,542) |
Comprehensive loss | (94,351) | (42,918) |
Comprehensive loss from continuing operations attributable to noncontrolling interests | 7,963 | 6,036 |
Comprehensive loss from continuing operations attributable to Sequential Brands Group, Inc. and Subsidiaries | (86,388) | (36,882) |
Loss from discontinued operations, net of income taxes | (1,276) | (125,063) |
Comprehensive loss attributable to Sequential Brands Group, Inc. and Subsidiaries | $ (87,664) | $ (161,945) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total Sequential Brands Group, Inc. and Subsidiaries Stockholders' Equity | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] | Noncontrolling Interest [Member] | Total |
Cumulative effect of revenue recognition accounting change | $ 273,918 | $ 16 | $ 514,405 | $ (1,554) | $ (234,723) | $ (4,226) | $ 70,726 | $ 344,644 |
Balance at Dec. 31, 2018 | 273,918 | $ 16 | 514,405 | (1,554) | (234,723) | $ (4,226) | 70,726 | 344,644 |
Balance (in shares) at Dec. 31, 2018 | 1,649,754 | (41,565) | ||||||
Stock-based compensation | 469 | $ 1 | 468 | 469 | ||||
Stock-based compensation (in shares) | 22,183 | |||||||
Shares issued from treasury stock | 1,268 | $ 1,268 | 1,268 | |||||
Shares issued from treasury stock (in shares) | 21,614 | |||||||
Shares issued under stock incentive plan | 278 | 278 | 278 | |||||
Unrealized gain (loss) on interest rate, net of tax | (2,542) | (2,542) | (2,542) | |||||
Repurchase of common stock | (272) | $ (272) | (272) | |||||
Repurchase of common stock (in shares) | (7,468) | |||||||
Noncontrolling interest distribution | (5,366) | (5,366) | ||||||
Net income (loss) attributable to noncontrolling interest | (6,036) | (6,036) | ||||||
Net (loss) income attributable to Sequential Brands Group, Inc. and Subsidiaries | (159,403) | (159,403) | (159,403) | |||||
Balance at Dec. 31, 2019 | 113,716 | $ 17 | 515,151 | (4,096) | (394,126) | $ (3,230) | 59,324 | 173,040 |
Balance (in shares) at Dec. 31, 2019 | 1,671,937 | (27,419) | ||||||
Cumulative effect of revenue recognition accounting change | 113,716 | $ 17 | 515,151 | (4,096) | (394,126) | $ (3,230) | 59,324 | 173,040 |
Stock-based compensation | 471 | 471 | 471 | |||||
Stock-based compensation (in shares) | 16,667 | |||||||
Reverse Stock Split | (448) | |||||||
Shares issued from treasury stock | (38) | $ 38 | ||||||
Shares issued from treasury stock (in shares) | 4,553 | |||||||
Unrealized gain (loss) on interest rate, net of tax | 1,756 | 1,756 | 1,756 | |||||
Repurchase of common stock | (77) | $ (77) | (77) | |||||
Repurchase of common stock (in shares) | (8,485) | |||||||
Noncontrolling interest distribution | (5,228) | (5,228) | ||||||
Net income (loss) attributable to noncontrolling interest | (7,963) | (7,963) | ||||||
Net (loss) income attributable to Sequential Brands Group, Inc. and Subsidiaries | (89,420) | (89,420) | (89,420) | |||||
Balance at Dec. 31, 2020 | 26,446 | $ 17 | 515,584 | (2,340) | (483,546) | $ (3,269) | 46,133 | 72,579 |
Balance (in shares) at Dec. 31, 2020 | 1,688,156 | (31,351) | ||||||
Cumulative effect of revenue recognition accounting change | $ 26,446 | $ 17 | $ 515,584 | $ (2,340) | $ (483,546) | $ (3,269) | $ 46,133 | $ 72,579 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Cash flows from operating activities | ||
Loss from continuing operations | $ (96,107,000) | $ (40,376,000) |
Adjustments to reconcile net loss from continuing operations to net cash provided by operating activities: | ||
(Benefit from) provision for bad debts | (393,000) | 4,123,000 |
Depreciation and amortization | 21,565,000 | 4,923,000 |
Stock-based compensation | 471,000 | 1,871,000 |
Amortization of deferred financing costs | 6,675,000 | 6,381,000 |
Impairment charges | 85,590,000 | 33,109,000 |
(Gain) loss on equity securities | (459,000) | 123,000 |
(Income) loss from equity method investment | (295,000) | 78,000 |
Loss on interest rate swaps | 3,789,000 | 1,029,000 |
Loss on disposal of property and equipment | 70,000 | |
Loss on lease termination | 2,915,000 | 0 |
Amortization of operating leases | 3,864,000 | 6,261,000 |
Gain on sale of assets | (4,527,000) | |
Deferred income taxes | (3,243,000) | (52,651,000) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,194,000) | 6,025,000 |
Prepaid expenses and other assets | 2,234,000 | 1,534,000 |
Accounts payable and accrued expenses | (6,609,000) | 3,092,000 |
Deferred revenue | (5,174,000) | (4,815,000) |
Other liabilities | (7,151,000) | (7,691,000) |
Cash provided by (used in) operating activities from continuing operations | (49,000) | (36,914,000) |
Cash provided by operating activities from discontinued operations | 4,334,000 | 40,321,000 |
Cash provided by operating activities | 4,285,000 | 3,407,000 |
Cash flows from investing activities | ||
Investments in intangible assets, including registration and renewal costs | (107,000) | (136,000) |
Purchases of property and equipment | (73,000) | (64,000) |
Proceeds from sale of trademarks | 8,050,000 | |
Proceeds from sale of equity securities | 458,000 | |
Proceeds from sale of discontinued operations | 165,928,000 | |
Cash provided by investing activities from continuing operations | 7,870,000 | 166,186,000 |
Cash used in investing activities from discontinued operations | (44,000) | |
Cash provided by investing activities | 7,870,000 | 166,142,000 |
Cash flows from financing activities | ||
Proceeds from long-term debt | 26,782,000 | 9,000,000 |
Payments of long-term debt | (24,150,000) | (175,661,000) |
Proceeds from Paycheck Protection Program | 769,000 | |
Deferred financing costs | (3,057,000) | (4,507,000) |
Repurchases of common stock | (77,000) | (272,000) |
Noncontrolling interest distributions | (5,228,000) | (5,366,000) |
Cash used in financing activities from continuing operations | (4,961,000) | (176,806,000) |
Cash used in financing activities from discontinued operations | (574,000) | |
Cash used in financing activities | (4,961,000) | (177,380,000) |
Cash and restricted cash: | ||
Net increase (decrease) in cash and restricted cash | 7,194,000 | (7,831,000) |
Balance — Beginning of year | 8,307,000 | 16,138,000 |
Balance — End of year | 15,501,000 | 8,307,000 |
Reconciliation to amounts on condensed consolidated balance sheets | ||
Cash | 15,501,000 | 6,264,000 |
Restricted cash | 2,043,000 | |
Total cash and restricted cash | 15,501,000 | 8,307,000 |
Supplemental disclosures of cash flow information | ||
Cash paid for: Interest | 44,809,000 | 52,747,000 |
Cash paid for: Taxes | 154,000 | 1,102,000 |
Non-cash investing and financing activities | ||
Unrealized gain (loss) on interest rate swaps, net during the period | 1,756,000 | $ (2,542,000) |
Receivable for sale of trademark rights | $ 8,015,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Cash Flows [Abstract] | ||
Loss from discontinued operations, net of tax | $ (1,276) | $ (125,063) |
ORGANIZATION AND NATURE OF OPER
ORGANIZATION AND NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Organization and Nature of Operations [Abstract] | |
ORGANIZATION AND NATURE OF OPERATIONS | NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS Overview Sequential Brands Group, Inc. (the “Company”) owns a portfolio of consumer brands in the active and lifestyle categories. The Company aims to maximize the strategic value of its brands by promoting, marketing and licensing its global brands through various distribution channels, including to retailers, wholesalers and distributors in the United States and in certain international territories. The Company’s core strategy is to enhance and monetize the global reach of its existing brands, and to pursue additional strategic acquisitions to grow the scope of and diversify its portfolio of brands. The Company licenses brands to both wholesale and direct-to-retail licensees. In a wholesale license, a wholesale supplier is granted rights (typically on an exclusive basis) to a single or small group of related product categories for a particular brand for sale to multiple accounts within an approved channel of distribution and territory. In a direct-to-retail license, a single retailer is granted the right (typically on an exclusive basis) to sell branded products in a broad range of product categories through its brick and mortar stores and e-commerce sites. As of December 31, 2020, the Company had approximately one hundred licensees, with wholesale licensees comprising a significant majority. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reverse Stock Split and Reclassification of Prior Year Presentation On July 27, 2020, the Company’s announced 1 share-for-40 shares (1:40) reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.01 per share became effective. All share and per share amounts in this Form 10-K have been adjusted to reflect the Reverse Stock Split. The stated capital attributable to common stock on the Company’s consolidated balance sheet at December 31, 2019 was reduced proportionately to the Reverse Stock Split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital is reduced. Prior periods in this Form 10-K have been reclassified to reflect this change. On June 10, 2019, the Company completed the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”) entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 payable to the Company if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. The performance targets were not met for the year ended December 31, 2020. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. Correction of Prior Period Error During the preparation of its annual financial statements, the Company discovered an error on the Company’s consolidated statement of comprehensive loss for the year ended December 31, 2019. The Company had previously disclosed an unrealized loss of $5.6 million for interest rate swaps. The Company has corrected the error on the Company’s consolidated statements of comprehensive loss in this current Form 10-K to reflect an unrealized loss of $2.5 million for the year ended December 31, 2019. The unrealized loss on interest rate swaps was correctly disclosed in the 2019 Form 10-K on both the statement of changes in equity and the statement of cash flows for the year ended December 31, 2019. This error had no impact on its consolidated balance sheets, statements of operations, statements of changes in equity, statement of cash flows and the Notes to Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017. Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis. As COVID-19 spread, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine continued to increase, which has affected retailers, as well as our licensees who sell to these retailers. These actions caused many retailers carrying the Company’s branded products to close in the first and second quarter of 2020, which has affected retailers, as well as our licensees who sell to these retailers. As states continue to relax and then tighten restrictions, the Company is unsure when retail stores will be ordered to close, at what capacity, or how long such periods of store closures will be needed or mandated. For the year ended December 31, 2020, COVID-19 caused a significant reduction in retail stores that remained open, as well as a change in consumer purchasing behavior for specific types of products. Both have led to a reduction in orders from retailers for certain types of products bearing some of our brands. Even as the vaccines are widely administered, we cannot predict when government restrictions and mandates will be imposed or lifted, or how quickly, if at all, retail stores and customers will return to their pre-COVID-19 purchasing behaviors, so we cannot predict how long our results of operations and financial performance will be impacted. The impacts of COVID-19 have adversely affected the Company’s near-term and long-term revenues, earnings, liquidity and cash flows as certain licensees have requested temporary relief or deferred making their scheduled payments. However, the Company is not currently able to predict the full impact of COVID-19 on its results of operations and cash flows. The Company has proactively taken steps to increase available cash on hand including utilizing revolver borrowings under the Third Amendment to the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A. as administrative and collateral agent (the “Amended BoA Credit Agreement”). During the year ended December 31, 2020, the Company made net revolver borrowings of $14.1 million, excluding lender fees, under the Amended BoA Credit Agreement. Going Concern As of December 31, 2020, the Company was party to the Amended BoA Credit Agreement and the Fifth Amendment to the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent (as amended from time to time, the “Amended Wilmington Credit Agreement”), collectively referred to as its loan agreements (“Loan Agreements”). The Company has obtained multiple waivers of the covenants in the Amended Wilmington Credit Agreement during 2020, and the current waiver expires on April 19, 2021. However, there can be no assurance that such amendments would be agreed upon or approved by such lenders. If the Company fails to comply with its financial covenants, as modified, a default under the Loan Agreements would be triggered and the Company’s obligations under the Loan Agreements may be accelerated. The Company’s management is continuing to conduct a broad review of strategic alternatives, including in respect to the fact that the Company is currently in default of its financial covenants under its Amended Wilmington Credit Agreement with Wilmington Trust, National Association as administrative agent, and the lenders party thereto, and is operating under a waiver from the lenders under that agreement; how ever, there can be no assurance that such efforts will be successful. The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. See “Note 8 – Long Term Debt” with respect to compliance under the Loan Agreements and effects of COVID-19. Paycheck Protection Program On May 18, 2020, the Company received loan proceeds of $769,295 from a promissory note issued by Bank of America, N.A., under the PPP loan which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term on the loan is two years and the annual interest rate is 1.00%. Payments of principal and interest are deferred for the first six months of the loan. The Company received consent from its lenders under the Amended Wilmington Credit Agreement to apply for the PPP loan which is recorded in accrued expenses on the consolidated balance sheet. The Company filed for forgiveness on this loan on November 20, 2020 and believes that the loan will be forgi ven. Such forgiveness will be determined based on the use of the loan proceeds for payroll costs, rent and utility expenses and the maintenance of workforce and compensation levels with certain limitations. There is uncertainty around the standards and operation of the PPP, and no assurance is provided that the Company will obtain forgiveness in whole or in part. Principles of Consolidation The accompanying 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 the consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 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 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, actual results could differ significantly from estimates. Discontinued Operations The Company accounted for the sale of MSLO in accordance with ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets (“ASC 360”) and Accounting Standard Update (“ASU”) No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The Company followed the held-for-sale criteria as defined in ASC 360. ASC 360 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), (see Note 5 for related disclosures). 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 consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the consolidated balance sheets. The Company disaggregates its revenue into two categories: licensing agreements and other, which is comprised of revenue from sources such as sales commissions and vendor placement commissions. Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned. Restricted Cash Restricted cash consisted of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities at December 31, 2019. The Company does not have any restricted cash reported on its consolidated balance sheet at December 31, 2020. Accounts Receivable Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. The Company adopted ASU 2016-13, Financial Statements – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption did not have a material impact on the Company’s consolidated financial statements. The primary impact to the Company is the timing of recording expected credit losses on its trade receivables. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $0.4 million and $5.8 million at December 31, 2020 and 2019, respectively. The Company’s accounts receivable, net amounted to $43.0 million and $39.5 million as of December 31, 2020 and 2019, respectively. Two licensees accounted for approximately 57% (36% and 21%) of the Company’s total consolidated accounts receivable, net balance as of December 31, 2020 and two licensees accounted for approximately 51% (33% and 18%) of the Company’s total consolidated accounts receivable, net balance as of December 31, 2019. The Company does not believe the accounts receivable balances from these licensees represents a significant collection risk based on past collection experience , however, the current environment as discussed previously may have a material impact on future collections. Investments The Company accounts for equity securities under ASC 321, Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the 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 for $0.5 million and a loss on its equity securities for $0.1 million recorded in other expense on the consolidated statements of operations for the years ended December 31, 2020 and 2019, respectively. Equity Method Investment For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC. The value of the Company’s equity method investment was $0.9 million and $0.6 million as of December 31, 2020 and 2019, respectively, and is included in other assets in the consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the years ended December 31, 2020 and 2019, is included in other expense in the consolidated statements of operations. On July 2, 2020, the Company entered into an asset purchase agreement to sell its Franklin Mint trademark for $3.5 million and retained a 5% equity interest in the Franklin Mint purchaser’s entity. The remaining investment will be accounted for under the equity method since a 3-5% equity interest is considered to be "more than minor” in a limited partnership investment such as this. The Company recorded an initial investment of $0.2 million in other assets in the consolidated balance sheet. 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. Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. The Company does not have any goodwill reported on its consolidated balance sheets at December 31, 2020 or 2019. On an annual basis (October 1 st ) 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 are as follows: (i) discount rates; (ii) projected annual revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances. Other intangibles with determinable lives, including certain trademarks, customer agreements, patents and a favorable lease, 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). The Company performed its most recent test as October 1, 2020 and did not identify any impairments. The Company determined that the Ellen Tracy trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the second quarter of 2020 as a finite-lived intangible asset and is now amortized on a straight-line basis over the remaining estimated useful life of the trademark of fifteen years. The Company recorded amortization expense of $1.8 million related to this trademark during the year ended December 31, 2020. During the first quarter of 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. Additionally, the Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The estimated useful life was determined based on a license agreement for its Avia trademark which included a clause that if the licensee pays to the Company cumulative total royalties of $100.0 million, the licensee has the right to require the Company to assign full title and ownership of the trademark to the licensee (See Note 11). The Company amortized $13.9 mill ion related to this trademark during the year ended December 31, 2020. On June 10, 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161. 2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 4) 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 discontinued operations in the consolidated statements of operations. During the year ended December 31, 2019, the Company recorded non-cash impairment charges of $33.1 million consisting of $28.5 million related to the Jessica Simpson trademark and $4.6 million related to the Joe’s trademark. The impairments arose due to reduced growth expectations and the impact of licensee transitions for these brands. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. See Notes 3 and 7 for further details. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Upon retirement or other disposition of property and equipment, applicable cost and accumulated depreciation and amortization are removed from the accounts and any gains or losses are included in results of operations. Depreciation and amortization of property and equipment is computed using the straight-line method based on estimated useful lives of the assets as follows: Furniture and fixtures 5 years Computer hardware/equipment 5 to 7 years Leasehold improvements Term of the lease or the estimated life of the related improvements, whichever is shorter. Computer software 5 years Websites 3 years Deferred Financing Costs Deferred financing costs represent lender fees, legal and other third-party costs incurred in connection with issuing debt securities or obtaining debt or other credit arrangements. Deferred financing costs are recorded as a deduction of the carrying value of debt and are amortized as interest expense, using the effective interest method, over the term of the related debt. Debt discounts are amortized to interest expense over the term of the related debt. Treasury Stock Treasury stock is recorded at cost as a reduction of equity in the consolidated balance sheets. Preferred Stock Preferred stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. The Company classifies conditionally redeemable preferred stock (if any), which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies preferred stock as a component of equity. The Company’s preferred stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within its control as of December 31, 2020 and 2019. Accordingly, all issuances of preferred stock are presented as a component of equity. The Company did not have any preferred stock outstanding as of December 31, 2020 and 2019. Common Stock Purchase Warrants and Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that its outstanding common stock purchase warrants satisfied the criteria for classification as equity instruments at December 31, 2020 and 2019. Advertising Advertising costs related to media ads are charged to expense as of the first date the advertisements take place. Advertising costs related to campaign ads, such as production and talent, are expensed over the term of the related advertising campaign. Advertising expenses included in operating expenses from continuing operations approximated $2.0 million and $12.0 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had no capitalized advertising costs recorded on the 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 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. Sublease income (in which we are the sublessor) is recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. The Company evaluates its right-of-use (“ROU”) assets for impairment in accordance with ASC 360. See Note 10 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. On March 27, 2020, the CARES Act was signed into law. The CARES Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense for corporate taxpayers from 30% of adjustable taxable income to 50% of adjustable taxable income for tax years beginning in 2019 and 2020, class life changes to qualified improvement property (in general, from 39 years to 15 years), acceleration of the ability for corporate taxpayers to recover AMT credits, suspension of 80% of taxable income limitation on the use of NOLs for tax years beginning before January 1, 2021 and the ability to carry back NOLs incurred from tax years 2018 through 2020 up to the five preceding tax |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | NOTE 3 – FAIR VALUE 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 year ended December 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows, a Level 3 measurement within the fair value hierarchy. During the year ended December 31, 2019, the Company recorded non-cash impairment charges of $33.1 million consisting of $28.5 million related to the Jessica Simpson trademark and $4.6 million related to the Joe’s trademark. The impairments arose due to reduced growth expectations and the impact of licensee transitions for these brands. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows, a Level 3 measurement within the fair value hierarchy. The following table shows the change in indefinite-lived intangible assets for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 (in thousands) Beginning Balance at $ 591,958 $ 624,985 Additions and reclassification from indefinite to definite-lived (129,922) 82 Impairment charges (85,590) (33,109) Ending Balance at $ 376,446 $ 591,958 On June 10, 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company had recorded non-cash impairment charges of $161.2 million for these indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Notes 4 and 7) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors during the second quarter of 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. As of December 31, 2020 and 2019, there were no assets or liabilities that are required to be measured at fair value on a recurring basis, except for the Company’s equity securities (see Note 2) and interest rate swaps (see Note 8). There was no change to the fair value level hierarchy classification for the years ended December 31, 2020 and 2019. 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 December 31, 2020 and 2019: Carrying Value Fair Value Financial Instrument Level 12/31/2020 12/31/2019 12/31/2020 12/31/2019 (in thousands) Equity securities 1 $ 506 $ 47 $ 506 $ 47 Interest rate swaps - liability 2 $ 6,477 $ 6,514 $ 6,477 $ 6,514 Term loans 2 $ 441,081 $ 453,831 $ 440,325 $ 451,483 Revolving loan 2 $ 29,740 $ 14,358 $ 29,787 $ 14,323 The carrying amounts of the Company’s cash, restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term maturities. 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 rates 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 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. During the year ended December 31, 2019, the Company determined that a portion of one of the hedges was no longer effective due to the repayment of certain debt with the proceeds from the sale of MSLO (see Note 8). As a result, in accordance with ASC 815-30-40-6A, the Company de-designated it as a cash flow hedge and reclassified a loss of $0.4 million from other comprehensive loss to other expense in the consolidated statement of operations. Changes in the fair value of the de-designated interest rate swap after the de-designation date are being recognized through continuing operations. The Company recorded a loss of $3.8 million and $0.6 million in other expense from continuing operations in the consolidated statements of operations for the years ended December 31, 2020 and 2019, respectively. The components of the 2018 Swap Agreements as of December 31, 2020 are as follows: Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 300,000 $ — $ 6,477 For purposes of this fair value disclosure, the Company based its fair value estimate for the Term Loans and Revolving Loan (each, as defined in Note 8) 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 December 31, 2020 and 2019 for debt with similar risk characteristics and maturities. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 4 – DISCONTINUED OPERATIONS On June 10, 2019, the Company completed the sale of MSLO, a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to the Purchase Agreement with the Buyer entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 payable to the Company if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. The performance targets were not met for the year ended December 31, 2020. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. The Company recorded a pre-tax loss of $1.6 million and $4.3 million on the sale of MSLO during the years ended December 31, 2020 and 2019, respectively which is recorded in discontinued operations in the consolidated statements of operations. During the year ended December 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 Lagasse trademarks. The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors on April 15, 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. These charges are included in discontinued operations in the consolidated statements of operations. The Company recorded a net loss from discontinued operations of $1.3 million and $125.1 million for the years ended December 31, 2020 and 2019, respectively. The financial results of MSLO through December 31, 2020 are presented as loss from discontinued operations, net of income taxes in the consolidated statements of operations. The following table presents the discontinued operations in the consolidated statements of operations: Year Ended December 31, 2020 2019 Net revenue $ - $ 18,771 Operating expenses - 16,481 Impairment charges - 161,224 Loss on sale of MSLO 1,592 4,273 Loss from discontinued operations (1,592) (163,207) Other expense 25 485 Interest expense - 3,570 Loss from discontinued operations before income taxes (1,617) (167,262) Benefit from income taxes (341) (42,199) Loss from discontinued operations, net of income taxes $ (1,276) $ (125,063) For the year ended December 31, 2019, the Company used cash proceeds from the MSLO sale to make mandatory prepayments of $109.6 million on the Revolving Credit Facility and voluntary prepayments of $44.4 million on its Tranche A-1 Term Loans (see Note 8) . In accordance with ASC 205-20-45-6, Presentation of Financial Statements – Discontinued Operations , the Company has allocated interest expense of $3.6 million for the year ended December 31, 2019, related to the portion of debt that was required to be paid as part of the transaction and accretion on certain MSLO legacy and guaranteed payments. During the year ended December 31, 2019, the Company recorded $6.0 million in transaction costs directly related to the sale of MSLO which are recorded in discontinued operations in the consolidated statements of operations. The following table presents the assets and liabilities from discontinued operations as of December 31, 2020 and December 31, 2019: December 31, 2020 2019 Carrying amount of assets included as part of discontinued operations: Current Assets: Prepaid expenses and other current assets $ - $ 6,839 Total current assets from discontinued operations $ - $ 6,839 Carrying amount of liabilities included as part of discontinued operations: Current Liabilities: Accounts payable and accrued expenses $ 730 $ 1,959 Total current liabilities from discontinued operations $ 730 $ 1,959 The prepaid expenses and other current assets at December 31, 2019 consisted of a $6.8 million receivable due to the Company from the Buyer in accordance with the terms of the Purchase Agreement. There are no prepaid expenses and other current assets at December 31, 2020. The following table presents the cash flow from discontinued operations for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Cash provided by discontinued operating activities $ 4,334 $ 40,321 Cash used in discontinued investing activities $ - $ (44) Cash used in discontinued financing activities $ - $ (574) Cash provided by discontinued operating activities was approximately $4.3 million for the year ended December 31, 2020 compared to $40.3 million for the year ended December 31, 2019. The cash provided by discontinued operating activities for the year ended December 31, 2020 is primarily due to receipt of a portion of the receivable due the Company from the Buyer in accordance with the terms of the Purchase Agreement. The cash provided by discontinued operating activities for the year ended December 31, 2019 is primarily driven by the benefit from income taxes. The cash used in discontinued investing activities for the year ended December 31, 2019 is related to purchases of property and equipment and investments in intangible assets. The cash used in discontinued financing activities for the year ended December 31, 2019 is related to MSLO guaranteed payments. |
REVENUE
REVENUE | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
REVENUE | NOTE 5 – REVENUE 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 commissions and vendor placement commissions. Disaggregated Revenue The following table presents revenue disaggregated by source for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Licensing agreements $ 89,635 $ 101,161 Other 176 415 Total $ 89,811 $ 101,576 Contract Balances Contract assets represent unbilled receivables and are presented within accounts receivable, net on the consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the consolidated balance sheets. The below table summarizes the Company’s contract assets and contract liabilities: December 31, December 31, 2020 2019 (in thousands) Contract assets $ 2,269 $ 1,803 Contract liabilities 1,017 3,040 Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The Company has reviewed its various revenue streams for its existing contracts under the five-step approach. The Company has entered into various license agreements that provide revenues based on guaranteed minimum royalty payments with additional royalty revenues based on a percentage of defined sales. Guaranteed minimum royalty payments (fixed revenue) are recognized on a straight-line basis over the term of the contract, as defined in each license agreement. Earned royalties and earned royalties in excess of the fixed revenue (variable revenue) are recognized as income during the period corresponding to the licensee’s sales. Earned royalties in excess of fixed revenue are only recognized when the Company is reasonably certain that the guaranteed minimums payments for the period, as defined in each license agreement, will be exceeded. Licensing for trademarks is the Company’s largest revenue source. Under ASC 606, the Company’s agreements are generally considered symbolic licenses which contain the characteristics of a right-to-access license since the customer is simultaneously receiving the IP and benefiting from it throughout the license period. As such, the Company primarily records revenue from licenses on a straight-line basis over the license period as the performance obligation is satisfied over time. The Company applies its judgment based on historical trends when estimating future revenues and the period over which to recognize revenue when evaluating its licensing contracts. Deferred revenue will be recognized as the Company fulfills its performance obligations over periods of approximately one to five years. The below table summarizes amounts related to future performance obligations from continuing operations under fixed contractual arrangements as of December 31, 2020 and the periods in which they are expected to be earned and recognized as revenue: 2021 2022 2023 2024 2025 Thereafter (in thousands) Future Performance Obligations $ 36,779 $ 15,164 $ 12,525 $ 2,551 $ 359 $ 241 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. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment is summarized as follows: December 31, 2020 2019 (in thousands) Furniture and fixtures $ 5,114 $ 5,114 Computer hardware/equipment 289 277 Leasehold improvements 945 6,162 Computer software 570 570 Websites 169 169 Property and equipment 7,087 12,292 Less accumulated depreciation and amortization (5,807) (6,943) Property and equipment, net $ 1,280 $ 5,349 There were no impairments of property and equipment recorded in the consolidated statements of operations for the years ended December 31, 2020 and 2019. The Company reviews the estimated lives of its fixed assets on an ongoing basis. During the year ended December 31, 2019, the review indicated that the lives of certain leasehold improvements were shorter than the estimated useful lives used for depreciation purposes due to the Company’s sublease of its former corporate headquarters. As a result, effective December 1, 2019, the Company changed its estimates of the useful lives of the leasehold improvements to better reflect the estimated periods during which the assets will remain in service. The remaining useful life was four months for these assets. The effect of the change was an increase of $1.5 million to depreciation and amortization expense from continuing operations for the year ended December 31, 2019. Depreciation and amortization expense from continuing operations amounted to $4.1 million and $3.0 million for the years ended December 31, 2020 and 2019, respectively. |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets [Abstract] | |
INTANGIBLE ASSETS | NOTE 7 – INTANGIBLE ASSETS Intangible assets are summarized as follows: Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2020 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 130,630 $ (21,639) $ 108,991 Customer agreements 4 2,080 (2,080) - Patents 10 95 (74) 21 $ 132,805 $ (23,793) 109,012 Indefinite-lived intangible assets: Trademarks 376,446 Intangible assets, net $ 485,458 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 12,491 $ (4,515) $ 7,976 Customer agreements 4 2,200 (2,198) 2 Patents 10 95 (64) 31 $ 14,786 $ (6,777) 8,009 Indefinite-lived intangible assets: Trademarks 591,958 Intangible assets, net $ 599,967 Future annual estimated amortization expense is summarized as follows: Years Ended December 31, (in thousands) 2021 $ 17,964 2022 17,964 2023 17,611 2024 16,546 2025 16,513 Thereafter 22,414 $ 109,012 Amortization expense from continuing operations amounted to $17.4 million and $1.9 million for the years ended December 31, 2020 and 2019, respectively. Finite-lived intangible assets represent certain 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 December 31, 2020, the trademarks of Jessica Simpson , AND1 , Joe’s , GAIAM , and Caribbean Joe have been determined to have an indefinite useful life, and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s 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. No triggering events were identified that would require additional reassessment of the Company’s indefinite-lived intangible assets at December 31, 2020. Based upon the results of its annual impairment test performed as of October 1, 2020, Joe’s indefinite-lived intangible asset’s estimated fair value exceeded its carrying value by less than 2%. Management considers the assumptions used in its analysis to be its best estimates across a range of possible outcomes based on available evidence at the time of its annual impairment test. While the Company concluded no impairment triggers existed at December 31, 2020, the Joe’s indefinite-lived intangible asset is at risk of future impairment in the event of significant unexpected changes in the Company’s forecasted future results and cash flows for the Joe’s trademark. As the Company disclosed previously, it is involved in a strategic review of its brands which includes evaluating potential divestitures of its brands. The Company may or may not execute a transaction; however, if it does, the Company would re-examine its intangible asset valuations at that time which may or may not result in a potential impairment. During the third quarter of 2020, the Company entered into an asset purchase agreement to sell its Franklin Mint and Linen ‘n Things trademarks for $3.9 million. The Company retained a 5% equity interest in the Franklin Mint purchaser’s entity. The Company recorded a gain on sale of assets of $3.7 million related to the sale of the Franklin Mint and Linen ‘n Things trademarks. During the year ended December 31, 2020, the Company recorded an additional gain on sale of assets of $0.9 million related to the sale of the Nevados trademark. During the second quarter of 2020, the Company determined that the Ellen Tracy trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the second quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of fifteen years. The Company amortized $1.2 million related to this trademark during the year ended December 31, 2020. During the first quarter of 2020, the Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The estimated useful life was determined based on a license agreement for its Avia trademark which included a clause that if the licensee pays to the Company cumulative total royalties of $100.0 million, the licensee has the right to require the Company to assign full title and ownership of the trademark to the licensee (See Note 11). The Company amortized $13.9 million related to this trademark during the year ended December 31, 2020. On October 24, 2019, a licensee for Avia exercised a purchase option in their existing license agreement to acquire ownership of the Avia trademark registered in China for $12.3 million, effective as of January 15, 2020. The $12.3 million was originally payable in installments over a period of three years as follows: $3.3 million on June 30, 2020, $5.0 million on June 30, 2021 and $4.0 million on June 30, 2022. The present value of the proceeds from the sale of $11.3 million are applied against the cost basis of the intangible asset on the Company’s consolidated balance sheet as of December 31, 2020. On July 22, 2020, the Company amended the agreement giving the licensee an option to modify the total purchase price to $8.8 million if payment was made in full by August 15, 2020, or to continue with the $12.3 million purchase price under a modified payment plan. The licensee did not pay the $8.8 million settlement amount by August 15, 2020 and now the $12.3 million is payable in installments over a period of three years as follows: $1.65 million on September 30, 2020, $1.65 million on December 30, 2020, $5.0 million on June 30, 2021 and $4.0 million on June 30, 2022. In the event the licensee fails to pay the purchase price as per the amended schedule, the Company has the right to take back the trademark. The Company has received payments of $3.3 million during the year ended December 31, 2020. On February 9, 2021, the Company amended the license agreement and modified the existing payment plan (see Note 17). The remaining amount due of $9.0 million is payable in equal installments of approximately $2.3 million on April 30, 2021, June 30, 2021, September 30, 2021 and December 31, 2021. When conducting its impairment assessment of indefinite-lived intangible assets, the Company initially performs a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, the Company then tests the asset for recoverability. The Company tests its indefinite-lived intangible assets for recovery in accordance with ASC‑820‑10‑55‑3D. When the income approach is used, fair value measurement reflects current market expectations about those future amounts. The income approach is based on the present value of future earnings expected to be generated by a business or asset. Income projections for a future period are discounted at a rate commensurate with the degree of risk associated with future proceeds. A residual or terminal value is also added to the present value of the income to quantify the value of the business beyond the projection period. As such, recoverability of assets to be held and used is measured by a comparison of the carrying amount of the asset to its expected future discounted net cash flows. If the carrying amount of such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverability of the assets. Assumptions used in our estimates are as follows: (i) discount rates; (ii) projected annual revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management which may change in the future based on period-specific facts and circumstances. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. In June 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161.2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks reflected in discontinued operations on the consolidated statements of operations. The impairments arose during the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 4) due to the difference in the fair value as indicated by the sales price as compared to the carrying values of the intangible assets included in the transaction. The sale of the Martha Stewart and Emeril Lagasse brands was approved by the Board of Directors during the second quarter of 2019, to allow the Company to achieve one of its top priorities in significantly reducing its debt. During the year ended Deccember 31, 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. During the year ended December 31, 2019, the Company recorded non-cash impairment charges of $33.1 million consisting of $28.5 million related to the Jessica Simpson trademark and $4.6 million related to the Joe’s trademark. The impairments arose due to reduced growth expectations and the impact of licensee transitions for these brands. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. These charges are included in impairment charges in the consolidated statements of operations. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt [Abstract] | |
LONG-TERM DEBT | NOTE 8 – LONG-TERM DEBT The components of long-term debt are as follows: December 31, 2020 (restated) 2019 (in thousands) Secured Term Loans $ 441,081 $ 453,831 Revolving Credit Facility 29,740 14,358 Unamortized deferred financing costs (18,571) (22,189) Total long-term debt, net of unamortized deferred financing costs 452,250 446,000 Less: current portion of long-term debt 452,250 12,750 Long-term debt $ 0 $ 433,250 Debt Facilities On November 16, 2020, due to the occurrence of certain events, the Company entered into the Fifth Amendment to its Third Amended and Restated Credit Agreement and Limited Waiver (as amended, the “the “Fifth Amendment”) with Wilmington Trust, National Association, as administrative agent and collateral agent (the “Wilmington Agent”) and the lenders party thereto (the “Wilmington Facility Loan Parties”). The Fifth Amendment modified certain of the covenants in, and provided a waiver through December 31, 2020 of defaults under, the Amended Wilmington Credit Agreement (the “Waiver”). The Company received several extensions of the Waiver in the first quarter of 2021. The current extension of the Waiver expires on April 19, 2021 and the Company is negotiating to further extend the Waiver. The Company is also not currently forecasted to be able to comply, in the next twelve months, with certain of the financial covenants under the Amended Wilmington Credit Agreement. If the Company fails to comply with such financial covenants, or further extend the Waiver, an event of default under the Loan Agreements would be triggered and its obligations under the Loan Agreements may be accelerated. The Company continues to evaluate strategic alternatives , including the divestiture of one or more existing brands or a sale of the Company . The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. As disclosed in the Company’s Form 8-K filed on March 31, 2021, the Wilmington Facility Loan Parties under the Credit Agreement continued to be lenders as of April 1, 2021 and, therefore have the right to appoint an independent majority of the Company’s Board of Directors (inclusive of Ms. Mazzucchelli and Mr. Dionne, who currently serve as directors of the Company). Management continues to conduct a broad review of strategic alternatives, including the divestiture of one or more existing brands or a sale of the Company, including in respect to the fact that the Company is currently in default of its financial covenants under its Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent, and the lenders party thereto, and is operating under a waiver from the lenders under that agreement. The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. On March 30, 2020, the Company entered into the Fourth Amendment (“Fourth Amendment”) to the Third Amended and Restated Credit Agreement. Pursuant to the Fourth Amendment, no mandatory amortization payments were required until September 30, 2020. The Fourth Amendment allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenants, except for the quarter ended March 31, 2020 which allowed for netting of up to $10 million in cash. On August 11, 2020, pursuant to the terms of the Fourth Amendment, the Company added a new director to sit on its Board of Directors. The Company incurred $3.1 million in lender fees associated with the amendment which was recorded in deferred financing costs in accordance with ASC 470, Debt, and included in debt in the consolidated balance sheet. These fees are being amortized using the effective interest rate method over the remainder of the term of the Fourth Amendment. On December 30, 2019, the Company entered into the Third Amendment to the Third Amended and Restated Credit Agreement (the “Amended BoA Credit Agreement”) with Bank of America, N.A., as administrative agent and collateral agent and the lenders party thereto (the “BoA Facility Loan Parties”) . The loans under the Amended BoA Credit Agreement will be subject to quarterly amortization payments of $2.5 million through September 30, 2020, $3.25 million through September 30, 2021 and $4 million for each fiscal quarter thereafter. The Amended BoA Credit Agreement modifies the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks and specifying the EBITDA amounts for the quarters ended September 30, 2018, December 31, 2018, March 31, 2019 and June 30, 2019. The Amended BoA Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenant. The Company reduced the available commitments under the revolving facility to $80 million. During the year ended December 31, 2019, the Company incurred $1.3 million in lender fees associated with the amendment which was recorded in deferred financing costs in accordance with ASC 470, Debt and included in long-term debt, net of current portion in the consolidated balance sheet. These fees are being amortized using the effective interest rate method over the remainder of the term of the Amended BoA Credit Agreement. On August 12, 2019, the Company entered into the Third Amendment to the Third Amended and Restated First Lien Credit Agreement (the “Wilmington Credit Agreement”) with the Wilmington Agent and the Wilmington Facility Loan Parties. Pursuant to the Wilmington Credit Agreement, no mandatory amortization payments are required until September 30, 2020. Thereafter, the loans under the Wilmington Credit Agreement will be subject to quarterly amortization payments of $1.0 million. Pursuant to the Wilmington Credit Agreement, no payment with proceeds of any consolidated excess cash flow was required to be made prior to the fiscal year ended December 31, 2020. The Wilmington Credit Agreement modified the calculation of Consolidated EBITDA (as defined in the agreement) by permitting additional addbacks and specifying the EBITDA amounts for the quarters ended March 31, 2019 and June 30, 2019. The Wilmington Credit Agreement allows for the netting of up to $5 million in cash of the Company and its subsidiaries for purposes of calculating the leverage ratio covenant. The Company also agreed under the Wilmington Credit Agreement not to borrow more than $30 million under the Bank of America Revolving Credit Facility. During the third quarter of 2019, the Company incurred $3.3 million in lender fees associated with the amendment which was recorded in deferred financing costs in accordance with ASC 470, Debt, and included in long-term debt, net of current portion in the consolidated balance sheet. These fees are being amortized using the effective interest rate method over the remainder of the term of the Wilmington Credit Agreement. On June 10, 2019, the Company completed the sale of MSLO. The Company used cash proceeds from the MSLO sale to make mandatory prepayments of $109.6 million of the Revolving Credit Facility and voluntary prepayments of $44.4 million on its Tranche A-1 Term Loans . On August 7, 2018 (the “Closing Date”), the Company and certain of its subsidiaries amended its (i) Third Amended and Restated First Lien Credit Agreement (the “BoA Credit Agreement”) with the BoA Facility Loan Parties and (ii) Wilmington Credit Agreement with the Wilmington Agent and the Wilmington Facility Loan Parties. The Company used a portion of the proceeds of the $335.0 million loans made to the Company under the BoA Credit Agreement to prepay loans under the Wilmington Credit Agreement. The BoA Credit Agreement provides for several five-year senior secured credit facilities, consisting of (i) Tranche A Term Loans in an aggregate principal amount of $150.0 million (the “Amended Tranche A Loans”), (ii) Tranche A‑1 Term Loans in an aggregate principal amount of $70.0 million (the “Amended Tranche A‑1 Loans” and, together with the Tranche A Loans, the “BoA Term Loans”) and (iii) revolving credit commitments in the aggregate principal amount of $130.0 million (the “Revolving Credit Commitments” and, the loans under the Revolving Credit Commitments, the “Revolving Loans”). On the Closing Date, the total amount outstanding under the BoA Credit Agreement was $335.0 million, including (i) $150.0 million of Amended Tranche A Loans, (ii) $70.0 million of Amended Tranche A‑1 Loans and (iii) $115.0 million of Revolving Loans. The loans under the BoA Credit Agreement bear interest, at the Company’s option, at a rate equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.50% per annum or (b) the base rate plus 2.50% per annum and (ii) with respect to the Tranche A‑1 Loans (a) the LIBOR rate plus 7.00% per annum or (b) the base rate plus 6.00% per annum. The loans under the BoA Credit Agreement provide for interest rate reductions if certain leverage ratios are achieved, with minimum interest rates equal to (i) with respect to the Revolving Loans and the Tranche A Loans (a) the LIBOR rate plus 3.00% per annum or (b) the base rate plus 2.00% per annum and (ii) with respect to the Tranche A-1 Loans (a) the LIBOR rate plus 6.00% per annum or (b) the base rate plus 5.00% per annum. The undrawn portions of the Revolving Credit Commitments are subject to a commitment fee of 0.375% per annum. As of December 31, 2020, the Company had no availability under the current revolving credit facility (the “Revolving Credit Facility”) . The Company may make voluntary prepayments of the loans outstanding under the BoA Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the BoA Credit Agreement. Additionally, the Company is mandated to make prepayments (without payment of a premium or penalty) under the BoA Credit Agreement amounting to: (i) the loans outstanding under the BoA Credit Agreement plus, (a) where intellectual property is disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, and (b) where any other assets constituting collateral are disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights; and (ii) the Amended Tranche A-1 Loans to the extent that the outstanding principal amount thereof exceeds 15.0% of the orderly liquidation value of the registered trademarks owned by the BoA Facility Loan Parties. Per the Amended BoA Credit Agreement, the loans will be subject to quarterly amortization payments of $2.5 million through September 30, 2020, $3.25 million through September 30, 2021 and $4.0 million for each fiscal quarter thereafter. The BoA Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the BoA Facility Loan Parties and their subsidiaries. Moreover, the BoA Credit Agreement contains financial covenants that require the BoA Facility Loan Parties and their subsidiaries to (i) maintain a positive net income, which is calculated on a a quarterly basis to be equal or less than zero; consolidated positive net income should be calculated as an amount equal to consolidated net income for the applicable measurement period deducted by depreciation and amortization expense, one-time non-cash charges, non-cash compensation, non-cash Federal, state, local and foreign income taxes relating to amortization of intangibles for tax purposes and non-cash interest, one-time costs relating to any permitted acquisition, if any, or fees in connection with any permitted indebtedness in an amount not to exceed $5.0 million in any Fiscal Year (ii) satisfy a maximum loan to value ratio initially set at 50.0% (applicable to the Revolving Loans and Tranche A Loans) decreasing over the term of the BoA Credit Agreement until reaching a final maximum loan to value ratio of 42.5% and (iii) satisfy a maximum consolidated first lien leverage ratio, initially set at 3.875:1:00, decreasing over the term of the BoA Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. At December 31, 2020, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. The BoA Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or not waived, the Bank of America Agent, at the request of the lenders under the BoA Credit Agreement, must take various actions, including, without limitation, the acceleration of all amounts due under the BoA Credit Agreement. The Company may request an increase in (i) the Revolving Credit Facility and Tranche A Loans as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed 2.80:1.00 and (ii) the Tranche A-1 Loans, as would not cause the consolidated first lien leverage ratio, determined on a pro forma basis after giving effect to any such increase, to exceed (a) with respect to any increase, the proceeds of which will be used solely to finance an acquisition, 3.00:1.00 and (b) with respect to any other increase, 2.90:1.00, subject to the satisfaction of certain conditions in the BoA Credit Agreement. The Wilmington Credit Agreement provides for a five and a half-year $314.0 million senior secured term loan facility. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the Wilmington Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the Wilmington Credit Agreement. The loans under the Wilmington Credit Agreement bear interest, at the Company’s option, at a rate equal to either (i) the LIBOR rate plus 8.75% per annum or (ii) the base rate plus 7.75% per annum. The Company may make voluntary prepayments of the loans outstanding under the Wilmington Credit Agreement, subject to the payment of customary “breakage” costs with respect to LIBOR-based borrowings and, in certain cases, to the prepayment premium set forth in the Wilmington Credit Agreement. The Company is mandated to make prepayments (without payment of a premium or penalty) of loans outstanding under the Wilmington Credit Agreement amounting to: (i) where intellectual property was disposed, 50.0% of the disposed intellectual property’s orderly liquidation value, (ii) where any other asset constituting collateral is disposed or upon the receipt of certain insurance proceeds, 100% of the net proceeds thereof, subject to certain reinvestment rights, and (iii) any consolidated excess cash flow, in an amount equal to (a) in the event the consolidated total leverage ratio was at least 4.00:1.00, 75% thereof, (b) in the event the consolidated total leverage ratio was less than 4.00:1.00 but at least 3.00:1.00, 50% thereof and (c) in the event the consolidated total leverage ratio was less than 3.00:1.00, 0% thereof. No mandatory amortization payments were required until September 30, 2020. Thereafter, the loans under the Wilmington Credit Agreement are subject to quarterly amortization payments of $1.0 million. Under the Amended Wilmington Credit Agreement, as described above, the quarterly amortization payments of $1.0 million remain unchanged. The Wilmington Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Wilmington Facility Loan Parties and their subsidiaries. Moreover, the Wilmington Credit Agreement contains financial covenants that require the Wilmington Facility Loan Parties and their subsidiaries to satisfy (i) a maximum consolidated total leverage ratio, initially set at 7.25:1.00, decreasing over the term of the Wilmington Credit Agreement until reaching a final maximum ratio of 6.25:1.00 for the fiscal quarter ending September 30, 2022 and thereafter and (ii) a maximum consolidated first lien leverage ratio, initially set at 3.875:1.00, decreasing over the term of the Wilmington Credit Agreement until reaching a final maximum ratio of 2.875:1.00 for the fiscal quarter ending September 30, 2022 and thereafter. The Wilmington Credit Agreement contains certain customary events of default, including a change of control. If an event of default occurs and is not cured within any applicable grace period or is not waived, the Wilmington Agent, at the request of the lenders under the Wilmington Credit Agreement, is required to take various actions, including, without limitation, the acceleration of amounts due thereunder. The Company may request one or more additional term loan facilities or the increase of term loan commitments under the Wilmington Credit Agreement as would not have caused the consolidated total leverage ratio, determined on a pro forma basis after giving effect to any such addition and increase, to exceed 6.00:1.00, subject to the satisfaction of certain conditions in the Wilmington Credit Agreement. Reclassification of Indebtedness as of December 31, 2020 As a result of the foregoing events and circumstances, the Company reclassified all of its indebtedness under the Amended BoA Credit Agreement and the Amended Wilmington Credit Agreement as current indebtedness as of December 31, 2020. See “Note 18 – Restatement of Previously Issued Consolidated Financial Statements” for additional information. Interest Expense from Continuing Operations Interest expense, net during the year ended December 31, 2020 includes interest incurred under our loan agreements of $42.6 million, non-cash interest related to the amortization of deferred financing costs of $ 6.7 million and non-cash interest income of $ 1.0 million related to the accretion of the present value of certain payment arrangements . Interest expense, net during the year ended December 31, 2019 includes interest incurred under our loan agreements of $48.2 million, non-cash interest related to the amortization of deferred financing costs of $ 5.6 million, t he expensing of $0.8 million of deferred financing costs as a result of a partial extinguishment on the Revolving and Term loans in accordance with ASC 470 – Debt and non-cash interest income of $ 0.8 million related to the accretion of the present value of certain payment arrangements . Interest Rate Swaps On December 10, 2018, the Company entered into the 2018 Swap Agreements with certain financial institutions. The Company recorded its interest rate swaps in accrued expenses 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. During the year ended December 31, 2019, the Company determined that a portion of one of the hedges was no longer effective due to the repayment of certain debt with the proceeds from the sale of MSLO (see Note 4). As a result, in accordance with ASC 815-30-40-6A, the Company de-designated it as a cash flow hedge and reclassified a loss of $0.4 million from other comprehensive loss to other expense in the consolidated statement of operations. Changes in the fair value of the de-designated interest rate swap after the de-designation date are being recognized through continuing operations. The Company recorded a loss of $3.8 million and $0.6 million in other expense from continuing operations in the consolidated statements of operation for the years ended December 31, 2020 and 2019, respectively. Debt Maturities As of December 31, 2020, the Company’s debt maturities for the next five years and thereafter on a calendar year basis are as follows: Total 2021 2022 2023 2024 2025 Thereafter (in thousands) Term Loans $ 441,081 $ 17,750 $ 20,000 $ 111,631 $ 291,700 $ - $ - Revolving Loan 29,740 - - 29,740 - - - Total $ 470,821 $ 17,750 $ 20,000 $ 141,371 $ 291,700 $ - $ - |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Accounts Payable and Accrued Expenses | NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses from continuing operations consist of the following: December 31, 2020 2019 (in thousands) Accounts payable $ 2,330 $ 2,942 Accrued expenses Interest 927 1,025 Compensation 1,509 2,395 Marketing and commissions 1,269 1,402 Interest rate swap liability - current 6,180 3,124 Litigation contingencies and claims 4,338 1,954 Licensee settlement payable - current 1,000 940 PPP loan 774 - Professional services fees 317 227 Other accrued expenses 182 1,712 Total accounts payable and accrued expenses $ 18,826 $ 15,721 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 10 – LEASES The Company has operating leases for its offices and showrooms. 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 ROU 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 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. During the fourth quarter of 2020, the Company entered into leases termination agreements for three of its office spaces including its former corporate headquarters at 601 West 26 th Street, New York, NY and sublease for this space and recorded a loss on lease terminations of $2.9 million. The Company evaluates its ROU assets for impairment in accordance with ASC 360. No impairment of ROU assets existed as of December 31, 2020. The operating lease assets and liabilities recorded on the consolidated balance sheet as of December 31, 2020 are summarized as follows: December 31, Classification on Balance Sheet 2020 Assets (in thousands) Non-current Right-of-use assets - operating leases $ 3,257 Liabilities Current Current portion of lease liabilities - operating leases $ 936 Non-current Lease liabilities - operating leases, net of current portion 2,776 Total operating lease liabilities $ 3,712 Weighted average remaining lease term (in years) 3.6 Rent expense is recognized on a straight-line basis over the term of the lease. Rent expense for operating leases was $6.2 million and $6.3 million for the years ended December 31, 2020 and 2019, respectively. Sublease income was recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. Sublease income was $2.4 million and $1.0 million for the years ended December 31, 2020 and 2019, respectively. The Company is no longer a sublessor as of year ended December 31, 2020. All of the aforementioned amounts are included in continuing operations. As of December 31, 2020, the maturities of the Company’s lease liabilities were as follows: Operating Leases (in thousands) 2021 $ 1,159 2022 1,184 2023 1,109 2024 744 Total minimum lease payments 4,196 Less: imputed interest 484 Lease liabilities $ 3,712 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Legal Matters On December 11, 2020, the SEC filed a lawsuit against the Company in the U.S. District Court for the Southern District of New York titled Securities and Exchange Commission v. Sequential Brands Group, Inc. The SEC alleges that the Company delayed a goodwill impairment in the fourth quarter of 2016 and first three quarters of 2017 at a time the SEC asserts there was evidence of likely impairment. In the fourth quarter of 2017, we impaired all of our goodwill, resulting in an impairment charge of $30 4.1 million. The SEC also alleges there were related deficiencies in internal accounting controls. The case seeks injunctive relief and civil monetary penalties. In February 2021, the Company filed its motion to dismiss the complaint, which is currently pending. The Company strongly disagrees with the SEC and believes it acted reasonably. It will be vigorously defending itself. The Company cannot predict the duration or outcome of this matter. Costs related to this matter may be significant. On January 20, 2021, a shareholder derivative complaint, titled Delmonico v. Shmidman, et al. , was filed in the U.S. District Court of Delaware. The case names the Company and certain of its current and former officers and directors as defendants. The complaint alleges breaches of fiduciary duties and violation of Section 14(a) of the Exchange Act. The allegations in the complaint are based principally on the allegations in the SEC’s complaint and the Company’s alleged failure to disclose such matters in its 2020 proxy statement. The plaintiff seeks, among other things, injunctive relief and damages. The Company intends to vigorously defend against these claims . Litigation costs in this matter may be significant. On March 16, 2021, a class action lawsuit, titled D’Arcy v. Sequential Brands Group Inc. et al., was filed by a purchaser of the Company’s securities, and prospectively on behalf of all other purchasers of the Company’s publicly traded securities between November 3, 2016 and December 11, 2020, in the U.S. District Court for the Central District of California. The complaint names the Company and certain of its current and former officers and directors as defendants. The complaint alleges violations of Section 10(b) and 20(a) of the Exchange Act. The allegations in the complaint are based principally on the allegations in the SEC’s complaint filed on December 11, 2020. The plaintiff seeks, among other things, class certification and damages. While it is not uncommon for a lawsuit to be filed promptly after an SEC complaint, it should be noted that even the SEC action did not allege fraud under Section 10(b), so this action seeks relief far beyond what the SEC had any basis to allege under the facts and the law. The Company plans to defend itself vigorously. Litigation costs in this matter may be significant. On May 2, 2019, Plaintiff Delta Galil USA, Inc. (“Plaintiff”) commenced an action against Defendants Sequential Brands Group, Inc. (“SQBG”) and American Sporting Goods Corporation (“ASG”) in the Supreme Court of the State of New York, New York County (the “Action”). Plaintiff asserts claims for (1) breach of a license agreement against SQBG and ASG seeking monetary damages, and (2) breach of a guaranty against SQBG seeking monetary damages. On December 2, 2019, ASG filed counterclaims against Plaintiff in the Action for breach of the license agreement seeking monetary damages. The Company intends to vigorously defend against these claims and pursue it counterclaims. Litigation costs in this matter may be significant. On February 7, 2020, Wenger S.A. (“Plaintiff”) sued Galaxy Brands LLC and Olivet International, Inc. in the United States District Court for the Southern District of New York asserting claims of trademark infringement, unfair competition and copyright infringement against the use of the Galaxy SWISSTECH and related cross design marks on backpacks and luggage. Plaintiff seeks an injunction preventing use of the SWISSTECH marks, cancellation of Galaxy’s federal registrations for the SWISSTECH marks, damages, and attorney fees. Galaxy and Olivet filed counterclaims for a declaration canceling the Plaintiff’s trademark registrations, and finding them invalid and unenforceable. We intend to vigorously defend against these claims and pursue our counterclaims. Litigation costs in this matter may be significant. On June 19, 2020, Payless Holdings, LLC and its affiliates (“Plaintiff”), reorganized debtors under a bankruptcy plan, commenced an adversary proceeding in the United States Bankruptcy Court for the Eastern District of Missouri by the filing of a complaint against Martha Stewart Living Omnimedia, Inc. (n/k/a Martha Stewart Living Omnimedia, L.P.) (“Defendant”). The complaint seeks the return of a payment received in January 2019 as a preferential transfer. On February 17, 2021, Plaintiff filed an amended complaint that seeks the return of an additional payment received in August 2018 (together with the January 2019 payment), as either a preferential transfer or a fraudulent conveyance. On or about February 23, 2021, Defendant filed an application for an administrative claim, which, if allowed, may setoff amounts sought by Plaintiff in the adversary proceeding. Pursuant to a certain Equity Purchase Agreement, dated April 16, 2019, the Company is indemnifying Defendant for the claims in the adversary proceeding. The Company intends to vigorously defend against these claims and pursue it counterclaims. Litigation costs in this matter may be significant. In addition, from time to time, the Company is involved in legal matters arising in the ordinary course of business. While the Company believes that such matters are currently not material, there can be no assurance that matters arising in the ordinary course of business for which the Company is, or could be, involved in litigation, will not have a material adverse effect on its business, financial condition, results of operations or cash flows. Contingent liabilities arising from potential litigation are assessed by management based on the individual analysis of these proceedings and on the opinion of the Company’s lawyers and legal consultants. During the years ended December 31, 2020 and 2019, the Company accrued approximately $4.3 million and $2.0 million, respectively, related to litigation contingencies and claims. Assignment Right The Company had entered into a license agreement for its Avia trademark which includes a clause that if the licensee pays to the Company cumulative total royalties of $100.0 million, the licensee has the right to require the Company to assign full title and ownership of the trademark to the licensee. The first term of the agreement ends on December 31, 2022, but automatically renews in three-year increments unless terminated by the licensee. Based on current projections, the option to exercise this right would come into effect in approximately five years. Until such time, the Company continues to pursue and sign license agreements outside the U.S. and within certain channels of distribution within the U.S. and collect royalties therefrom. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2020 | |
Preferred Stock [Abstract] | |
Preferred Stock | NOTE 12 – PREFERRED STOCK As of December 31, 2020 and 2019, the Company had 10,000,000 shares of preferred stock authorized with a par value of $0.01 per share, none of which were designated or issued and outstanding. The board of directors of the Company (the “BOD”) is authorized, with the limitations and restrictions set forth in the Company’s certificate of incorporation, to designate from time to time the terms of the preferred stock. |
STOCK INCENTIVE PLAN, OPTIONS A
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Stock incentive plan, options and warrants [Abstract] | |
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS | NOTE 13 – STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS Stock Options 2005 Stock Incentive Plan On January 5, 2006, the Company adopted the 2005 Stock Incentive Plan, which authorized the granting of a variety of stock-based incentive awards. The 2005 Stock Incentive Plan was administered by the Company’s BOD, or a committee appointed by the BOD, which determined the recipients and terms of the awards granted. The 2005 Stock Incentive Plan provided for the issuance of both incentive stock options (“ISOs”) and non-qualified stock options (“NQOs”). ISOs could only be granted to employees and NQOs could be granted to directors, officers, employees, consultants, independent contractors and advisors. The 2005 Stock Incentive Plan provided for a total of 9,167 shares of common stock to be reserved for issuance under the 2005 Stock Incentive Plan. 2013 Stock Incentive Plan On July 24, 2013, the BOD approved and adopted the 2013 Stock Incentive Plan. The 2013 Stock Incentive Plan replaced the 2005 Stock Incentive Plan. No new grants will be granted under the 2005 Stock Incentive Plan as of July 24, 2013. Grants that were made under the 2005 Stock Incentive Plan prior to the BOD’s approval and adoption of the 2013 Stock Incentive Plan will continue to be administered in effect in accordance with their terms. The 2013 Stock Incentive Plan became effective on July 24, 2013 and, subject to the right of the BOD to amend or terminate the 2013 Stock Incentive Plan in accordance with terms and conditions thereof, will remain in effect until all shares of the Company’s common stock reserved for issuance thereunder have been delivered and any restrictions on such shares have lapsed. Notwithstanding the foregoing, no shares of the Company’s common stock may be granted under the 2013 Stock Incentive Plan on or after July 24, 2023. On December 4, 2015, the Company filed a registration statement, whereby the 2013 Stock Incentive Plan authorizes the issuance of not more than 62,500 shares of the Company’s common stock. The 2013 Stock Incentive Plan is administered by the Compensation Committee. Under the 2013 Stock Incentive Plan, the Compensation Committee is authorized to grant awards to employees, consultants and any other persons to whom the 2013 Stock Incentive Plan is applicable and to determine the number and types of such awards and the terms, conditions, vesting and other limitations applicable to each such award. The Compensation Committee has the power to interpret the 2013 Stock Incentive Plan and to adopt such rules and regulations as it considers necessary or appropriate for purposes of administering the 2013 Stock Incentive Plan. On May 26, 2016, the Company’s stockholders approved an amendment to the 2013 Stock Incentive Plan to increase the number of authorized shares of common stock for issuance by 87,500 shares. On June 5, 2020, the Company’s stockholders approved an amendment to the 2013 Stock Incentive Plan to increase the number of authorized shares of common stock for issuance by 62,500 shares. The following types of awards or any combination of awards may be granted under the 2013 Stock Incentive Plan: (i) NQOs, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance-based awards, (vi) other stock-based awards, (vii) dividend equivalents and (viii) cash-based awards. The aggregate number of shares of the Company’s common stock that are reserved for awards to be granted under the 2013 Stock Incentive Plan is 150,000 shares, subject to adjustments for stock splits, recapitalizations and other specified events. Stock-based Compensation Expense The fair value of options is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies and the expected life is based on the estimated average of the life of options using the simplified method as prescribed by ASC 718, Compensation – Stock Compensation . The Company utilizes the simplified method to determine the expected life of the options due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. In accordance with the provisions of ASU 2016‑09, the Company reduces compensation cost for actual forfeitures as they occur. The following table summarizes the Company’s outstanding options: Weighted-Average Remaining Number of Weighted-Average Contractual Life Options Exercise Price (in Years) Outstanding - January 1, 2019 1,237 $ 408.80 2.3 Granted — — Exercised — — Forfeited or canceled (500) $ (519.20) Outstanding - January 1, 2020 737 $ 334.00 2.4 Granted — — Exercised — — Forfeited or canceled (250) (517.20) Outstanding at December 31, 2020 487 $ 240.00 2.4 Exercisable - December 31, 2020 487 $ 240.00 2.4 There was no unvested stock options and no compensation expense related to stock options for the years ended December 31, 2020 and 2019. At December 31, 2020, there is no unrecognized compensation expense related to stock options. Warrants The following table summarizes the Company’s outstanding warrants: Weighted-Average Remaining Number of Weighted-Average Contractual Life Warrants Exercise Price (in Years) Outstanding - January 1, 2019 5,000 $ 532.80 6.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding - January 1, 2020 5,000 $ 532.80 5.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at December 31, 2020 5,000 $ 532.80 4.4 Exercisable - December 31, 2020 5,000 $ 532.80 4.4 There are no unvested warrants and no compensation expense related to warrants for the years ended December 31, 2020 and 2019. At December 31, 2020 there is no unrecognized compensation expense related to warrants. Restricted Stock A summary of the time-based restricted stock activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 7,325 $ 148.80 0.9 Granted 11,614 34.40 Vested (5,882) (68.00) Unvested - January 1, 2020 13,057 $ 34.00 0.5 Granted 5,000 14.80 Vested (16,614) (28.53) Forfeited or cancelled (1,443) (32.00) Unvested - December 31, 2020 — $ — — During the year ended December 31, 2020, the Company granted 5,000 shares of time-based restricted stock to the former Chief Executive Officer as an inducement grant. These shares had a grant date fair value of $0.1 million and vested on grant date. The Company recorded $0.1 million during the year ended December 31, 2020 as compensation expense in operating expenses from continuing operations pertaining to these grants. During the year ended December 31, 2019, the Company granted 11,614 shares of time-based restricted stock to members of the Company’s BOD. These shares had a grant date fair value of $0.4 million and vest over a period of one year. The Company recorded $0.3 million during the year ended December 31, 2019, as compensation expense in operating expenses from continuing operations pertaining to these grants. Total compensation expense recorded in operating expenses from continued operations related to time-based restricted stock grants for the years ended December 31, 2020 and 2019 was $0.2 million and $0.4 million, respectively. At December 31, 2020 there is no unrecognized compensation expense related to time-based restricted stock grants. Restricted Stock Units A summary of the time-based restricted stock unit activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 40,399 $ 89.60 2.2 Granted — — Vested (24,941) (97.60) Forfeited or canceled (4,750) (40.00) Unvested - January 1, 2020 10,708 $ 56.80 1.3 Granted 10,000 14.80 Vested (16,219) (41.97) Forfeited or canceled (2,822) (77.77) Unvested - December 31, 2020 1,667 $ 52.00 0.8 The Company granted 10,000 time-based restricted stock units to the former Chief Executive Officer during the year ended December 31, 2020. The Company accelerated the vesting of 10,000 shares of time-based restricted stock units for the Company’s former Chief Executive Officer in connection with the former Chief Executive Officer’s termination agreement. Total compensation expense related to these shares of $0.1 million was recorded in operating expenses from continued operations in the consolidated statement of operations for the year ended December 31, 2020. During the year ended December 31, 2018, the Company granted 45,881 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 $3.2 million and vest immediately to over a period of five years. The Company recorded less than $0.1 million and $0.5 million during the years ended December 31, 2020 and 2019, respectively, as compensation expense in operating expenses from continuing operations pertaining to these grants. During the year ended December 31, 2017, the Company granted 17,221 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 $2.2 million and vest over a period of six months to three years. Included in this were 833 shares of time-based restricted stock units for the Company’s former Chief Executive Officer which were accelerated during the year ended December 31, 2019. The Company recorded $0.1 million and $0.2 million during the years ended December 31, 2020 and 2019, respectively, as compensation expense in operating expenses from continuing operations pertaining to these grants. During the year ended December 31, 2016, the Company granted 6,500 shares of time-based restricted stock units to employees for future services. These shares of time-based restricted stock had a grant date fair value of $1.8 million and vest over a period of three years. Included in this were 1,458 shares of time-based restricted stock units for the Company’s former President which were accelerated during the year ended December 31, 2019. The Company recorded $0.3 million during the year ended December 31, 2019, as compensation expense pertaining to this grant. Total compensation expense recorded as operating expenses from continuing operations related to time-based restricted stock units grants for the years ended December 31, 2020 and 2019 was $0.3 million and $1.2 million, respectively. Total unrecognized compensation expense related to time-based restricted stock units grants at December 31, 2020 amounted to less than $0.1 million and is expected to be recognized over a weighted average period of 0.8 years. Performance Stock Units A summary of the PSUs activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 55,496 $ 178.80 0.8 Granted — — Vested (7,242) (187.20) Forfeited or canceled (45,005) (177.20) Unvested - January 1, 2020 3,249 $ 180.40 — Granted 22,500 14.80 Vested — — Forfeited or canceled (25,749) (35.70) Unvested - December 31, 2020 — $ — — During the year ended December 31, 2020, the Company granted 22,500 PSUs to the Company’s former Chief Executive Officer as an inducement grant. These shares had a grant date fair value of $0.3 million and vest over a period of three years and require achievement of certain of the Company’s performance metrics within each fiscal year for such PSUs to be earned. In connection with the former Chief Executive Officer’s termination agreement, these PSUs were canceled during the year ended December 31, 2020. The Company did not record any compensation expense pertaining to this grant during the year ended December 31, 2020. On March 27, 2019, the Compensation Committee voted to approve, on a discretionary basis, vesting of 5,785 PSUs to employees and consultants previously granted during the years ended December 31, 2016, 2017 and 2018 subject to achievement of certain of the Company’s performance metrics within each fiscal year. The fair value and expense recorded for such PSUs was based on the closing price of the Company’s common stock on the date the modification of the performance metric was communicated to employees and consultants. Total compensation expense related to these PSUs of $0.2 million was recorded as operating expenses from continuing operations in the consolidated statement of operations for the year ended December 31, 2019. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Income Taxes | NOTE 14 – INCOME TAXES The benefit from income taxes from continuing operations consists of the following: For the Year Ended December 31, 2020 2019 (in thousands) Federal: Current provision $ - $ - Deferred provision 809 (7,751) 809 (7,751) Foreign: Current provision 47 57 Deferred provision - - 47 57 State: Current provision (179) - Deferred provision (3,744) (1,001) (3,923) (1,001) Benefit from income taxes $ (3,067) $ (8,695) The difference between the benefit from income taxes and the expected income tax provision determined by applying the statutory federal and state income tax rates to pre-tax income are as follows: For the Year Ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 3.1 1.6 Noncontrolling interest (1.7) (2.6) Valuation allowance (18.7) — Nondeductible compensation (0.1) (1.6) Foreign taxes (0.5) (0.1) Other — (0.6) 3.1 % 17.7 % The components of the Company’s consolidated deferred income tax balances as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 (in thousands) Deferred income tax assets Net operating loss carryforwards $ 51,741 $ 32,565 Capital loss carryforwards 3,770 2,997 Intangible assets - finite life - 3,137 Stock-based compensation 159 286 Property and equipment 255 - Credits carryforward 638 1,148 Deferred revenue 1,090 1,939 Deferred interest expense 443 9,984 Operating lease liability 830 13,215 Other 2,942 4,791 61,868 70,062 Deferred income tax liability - long-term Intangible assets - indefinite-lived (23,656) (57,343) Intangible assets - finite life (14,746) - Right-of-use asset - operating leases (722) (11,625) Installment Sale (1,884) - Property and equipment - (193) (41,008) (69,161) Less: Valuation allowance (31,968) (15,252) Net deferred income tax liability $ (11,108) $ (14,351) In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. As of December 31, 2020, the Company increased its valuation allowance due to the expected full year net loss and the inability to rely on future forecasted operations due to the volatility in the economic environment caused by COVID-19. As a result of the CARES Act, it is anticipated that the Company will fully utilize all interest expense that was deferred beginning in 2018 with no additional disallowed interest expense in 2020. The Company had no AMT credit recorded as a receivable as of December 31, 2020. The Company had accrued for an AMT credit of less than $0.1 million which was recorded as a receivable as of December 31, 2019; payment of this AMT credit is expected to be accelerated under the CARES Act. As a result, a valuation allowance has been provided as of December 31, 2020 on all deferred tax assets that have a definite life. Indefinite-lived net operating losses have been recognized to the extent we believe they can be utilized against indefinite-lived deferred tax liabilities. As of December 31, 2020 and 2019, a valuation allowance of $32.0 million and $15.3 million, respectively, has been recognized for deferred income taxes that may not be realized by the Company in future periods. The Company has federal NOLs available to carryforward to future periods of $181 million as of December 31, 2020 which begin expiring in 2025. $51.7 million of the federal NOLs do not expire. The Company has state NOLs available to carryforward to future periods of $158.0 million as of December 31, 2020 which begin expiring in 2021. The Company has experienced several changes of ownership under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), which places various limitations on the NOLs. The limitations on NOLs are based upon a formula provided under Section 382 of the Code that is based on the fair market value of the Company and prevailing interest rates at the time of the ownership change. An “ownership change” is generally a 50% increase in ownership over a three-year period by stockholders who directly or indirectly own at least five percent of a company’s stock. The limitations on the use of the NOLs under Section 382 could affect the Company’s ability to offset future taxable income. The Company currently files U.S. federal tax returns and various state tax returns. Tax years that remain open for assessment for federal and state purposes include years ended December 31, 2017 through December 31, 2020. The Company recognizes interest and penalties related to unrecognized tax benefits in the tax provision. The Company has no unrecognized tax benefits at December 31, 2020 and 2019. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS Consulting Services Agreement with Tengram Capital Partners, L.P. (f/k/a Tengram Capital Management L.P.) Pursuant to an agreement with Tengram Capital Partners, L.P., formerly known as Tengram Capital Management, L.P. (“TCP”), an affiliate of Tengram Capital Partners Gen2 Fund, L.P., which is one of the Company’s largest stockholders, the Company had engaged TCP, effective 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 remained in effect for a period continuing through the earlier of five years or the date on which TCP and its affiliates cease to own in excess of 5% of the outstanding shares of common stock in the Company. On August 15, 2014, the Company consummated transactions pursuant to an agreement and plan of merger, dated as of June 24, 2014 (the “Galaxy Merger Agreement”) with SBG Universe Brands LLC, a Delaware limited liability company and the Company’s direct wholly-owned subsidiary (“LLC Sub”), Universe Galaxy Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of LLC Sub, Galaxy Brand Holdings, Inc. and Carlyle Galaxy Holdings, L.P. (such transactions, collectively, the “Galaxy Acquisition”). In connection with the Galaxy Merger Agreement, the Company and TCP entered into an amendment to the TCP Agreement (the “Amended TCP Agreement”), pursuant to which, among other things, TCP was entitled to receive annual fees of $0.9 million beginning with fiscal year 2014. The Amended TCP Agreement terminated as of December 31, 2019. The controlling partner at TCP, William Sweedler, assumed the role of Executive Chairman and Principal Executive Officer of the Company as of October 27, 2020. Mr. Sweedler will not be receiving any cash compensation in connection with serving as Executive Chairman. The Company paid TCP $0.2 million and $0.9 million for services under the Amended TCP Agreement during the years ended December 31, 2020 and 2019, respectively. At December 31, 2020, there was less than $0.1 million due to TCP for reimbursement of expenses. At December 31, 2019, there was $0.2 million due to TCP for services and less than $0.1 million due for reimbursement of expenses. These amounts are included in operating expenses from continuing operations in the Company’s consolidated financial statements. The Company paid $1.8 million in transaction fees to TCP related to the sale of MSLO during the year ended December 31, 2019 recorded in discontinued operations in the Company’s consolidated financial statements. Transactions with Tommie Copper, Inc. The Company entered into an agreement with Tommie Copper, Inc. (“TCI”), an affiliate of TCP, under which the Company received a vendor placement fee for facilitating certain distribution arrangements. During the year ended December 31, 2019, the Company reserved $2.9 million related to the outstanding receivable balance recorded in operating expenses from continuing operations in the consolidated statement of operations as TCI could not adhere to its original payment terms and new extended payment terms had been negotiated. During the year ended December 31, 2020, the Company recorded a recovery of $1.5 million upon receipt of final payment from TCI in operating expenses from continuing operations in the consolidated statement of operations . At December 31, 2020, the Company had no net current receivable due from TCI. At December 31, 2019, the Company had a net current receivable of $0.1 million due from TCI. Transactions with Galaxy Active (new entity originated from E.S. Originals, Inc.) A former division president, who is no longer an employee of the Company as of January 1, 2021, maintains a passive ownership interest in one of the Company’s licensees, Galaxy Active. The Company receives royalties from Galaxy Active under license agreements for certain of the Company’s brands in the footwear category. The Company recorded $5.4 million and $4.9 million of revenue for the years ended December 31, 2020 and 2019, respectively, for royalties, commissions and advertising revenue earned from Galaxy Active license agreements. At December 31, 2020, the Company had recorded $1.0 million as accounts receivable from Galaxy Active in the consolidated balance sheet. At December 31, 2019, the Company had $2.8 million recorded as accounts receivable and $0.2 million as a long-term receivable in other assets from Galaxy Active in the consolidated balance sheet. In addition, the Company entered into a license-back agreement with Galaxy Active under which the Company reacquired the rights to certain international territories in order to re-license these rights to an unrelated party. No license-back expense was recorded for the year ended December 31, 2020. The Company recorded approximately $1.3 million in license-back expense for the year ended December 31, 2019. Transactions with Centric Brands Inc. (f/k/a Differential Brands Group, Inc.) During the fourth quarter of 2018, Centric Brands, Inc. (“Centric”) acquired a significant portion of Global Brands Group Holding Limited’s (“GBG”) North American licensing business. The Company entered into an agreement with Centric, a former affiliate of TCP, under which the Company received a rights transfer fee of $4.0 million related to the Joe’s license. During the fourth quarter of 2019, the Company and Centric entered into a license agreement under the Jessica Simpson brand. The Company recorded approximately $6.4 million for royalty revenue earned from the Centric license agreements for the year ended December 31, 2020. The Company recorded $6.6 million for royalty revenue earned from continuing operations from Centric for the year ended December 31, 2019. At December 31, 2020, the Company had $3.7 million recorded as accounts receivable from Centric in the consolidated balance sheet. At December 31, 2019, the Company had $1.0 million recorded as accounts receivable from Centric in the consolidated balance sheets. At December 31, 2020 and December 31, 2019, the Company had accrued $0.9 million payable as accounts payable and accrued expenses to Centric in the consolidated balance sheets. As of October 9, 2020, Centric emerged from Chapter 11 bankruptcy and as of that date is no longer an affiliate of TCP. Transactions with Daytona Apparel Group During the third quarter of 2020, the Company and Daytona Apparel Group (“Daytona”), in which Sequential’s Chairman of the Board holds an interest, entered into a license agreement under the Ellen Tracy brand. The Company recorded less than $0.1 million for royalty revenue earned from the Daytona license agreements for the year ended December 31, 2020. At December 31, 2020, the Company had $0.1 million recorded as accounts receivable from Daytona in the consolidated balance sheets. Transactions with REL Consulting On June 15, 2020, the Company entered into a consulting agreement with REL Consulting, Inc. (the “REL Consultant”), who is a consultant for an affiliated party to the Company through the Company’s Chairman of the Board. The REL Consultant is engaged for a one year term and will receive a fee of $0.3 million for the entire annual period to be paid in equal installments on a monthly basis over the term of the agreement. 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 consolidated balance sheets. One of the Company’s directors, Mr. Al Gossett, has a partial ownership interest in JALP. There was $0.5 million of noncontrolling interest loss recorded during the year ended December 31, 2019. The Company sold the FUL trademark during the year ended December 31, 2018. FUL trademark settlement of the previously written off receivable. The noncontrolling interest loss for the year ended December 31, 2019 was due to the write off of a $0.9 million receivable related to the previous sale of the FUL trademark. IP License Agreement and Intangible Asset Agreement On June 10, 2019, the Company completed the sale of MSLO. In connection with the transactions contemplated by the previous acquisition of MSLO (the “Mergers”), MSLO entered into an Amended and Restated Asset License Agreement (“Intangible Asset Agreement”) and Amended and Restated Intellectual Property License and Preservation Agreement (“IP License Agreement” and, together with the Intangible Asset Agreement, the “IP Agreements”) pursuant to which Ms. Martha Stewart licensed certain intellectual property to MSLO. The IP Agreements granted the Company the right to use of certain properties owned by Ms. Stewart. The Company paid Lifestyle Research Center LLC $0.8 million in connection with other related services under the Intangible Asset Agreement during the year ended December 31, 2019, respectively which is recorded in discontinued operations on the consolidated statements of operations. The Intangible Asset Agreement with the Company ended as of June 10, 2019. The Company paid $1.0 million in transaction fees to Ms. Stewart related to the sale of MSLO in 2019. During the year ended December 31, 2019, the Company made payments of $0.6 million to Ms. Stewart in connection with the terms of the IP License Agreement. The IP License Agreement with the Company ended as of June 10, 2019. During the year ended December 31, 2019, the Company expensed non-cash interest of $0.1 million related to the accretion of the present value of these guaranteed contractual payments, which is recorded in discontinued operations on the consolidated statements of operations. Registration Rights Agreement On June 22, 2015, Martha Stewart, the Martha Stewart Family Limited Partnership, Alexis Stewart, the Martha Stewart 1999 Family Trust, the Martha Stewart 2000 Family Trust and the Martha and Alexis Stewart Charitable Foundation (collectively, the “Stewart Stockholders”) entered into an agreement (the “Registration Rights Agreement”) with the Company, which grants the Stewart Stockholders certain “demand” registration rights for up to two offerings of greater than $15 million each, certain “S-3” registration rights for up to three offerings of greater than $5 million each and “piggyback” registration rights with respect to the shares of the Company’s common stock held by the Stewart Stockholders (whether issued pursuant Mergers or acquired thereafter) and their transferees. All reasonable expenses incident to such registrations generally are required to be borne by the Company. The Registration Rights Agreement became effective on December 4, 2015. |
PROFIT SHARING PLAN
PROFIT SHARING PLAN | 12 Months Ended |
Dec. 31, 2020 | |
Profit Sharing Plan [Abstract] | |
Profit Sharing Plan | NOTE 16 – PROFIT SHARING PLAN The Company has established a 401(k) profit-sharing plan for the benefit of eligible employees. The Company may make contributions to the plan as determined by the BOD. The Company accrued a matching contribution, net of forfeitures, of less than $0.1 million and $0.3 million for the years ended December 31, 2020 and 2019, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events | |
Subsequent Events | NOTE 17 – SUBSEQUENT EVENTS On February 9, 2021, the Company amended its agreement with a licensee for Avia to acquire ownership of the Avia trademark registered in China effective as of January 15, 2020. The amendment modifies the payment plan for the remaining purchase price due of $9.0 million. The remaining amount due of $9.0 million is payable in equal installments of approximately $2.3M on April 30, 2021, June 30, 2021, September 30, 2021 and December 31, 2021, whereas the remaining purchase price was previously payable in installments over two years. In the event the licensee fails to pay the purchase price in full, the trademark reverts to the Company. On March 31, 2021, the Company disclosed on its Form 8-K that the Company received notice from: (i) Ms. Martha Stewart on March 26, 2021 that she was resigning from the Board effective immediately and (ii) Mr. Al Gossett, Mr. Gary Johnson and Mr. Stewart Leonard, Jr. on March 28, 2021 that each of them is resigning from the Board effective March 29, 2021. After the resignations are effective, the Board consists of Mr. William Sweedler, Mr. Aaron Hollander, Ms. Mazzucchelli and Mr. Dionne. As of April 1, 2021, the Wilmington Facility Loan Parties continue to be our lenders and, therefore, they have the right to appoint an independent majority of our Board of Directors. The Company’s bylaws provide that, effective April 1, 2021, the Board may not increase the number of directors to more than five members. |
RESTATEMENT OF PREVIOUSLY ISSUE
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Consolidated Financial Statements [Abstract] | |
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 18 – RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS As previously disclosed, subsequent to the issuance of the Original Filing, the Company determined that its non-current debt should be reclassified to current debt (the “Reclassification of Indebtedness ”). When reviewing and re-evaluating the Company’s situation of waivers and its multiple extensions, which also cover any cross-defaults between the Credit Agreements, management determined an adjustment for non-current debt is required in accordance with ASC 470, Debt . ASC 470 states that debt would qualify as noncurrent if the creditor either waives its right to demand repayment under the specific covenant that was violated or otherwise loses its right to demand repayment (e.g., because the debtor cures the violation) for a period of more than one year after the balance sheet date. While the Company’s existing waivers had multiple extensions, the waiver period was not over one year. As a result, i n this Amended Filing, all non-current debt of $436.4 million, was reclassified to current debt at December 31, 2020. Management evaluated the materiality of the error from a quantitative and qualitative perspective and concluded that this adjustment was material to the Company’s presentation and disclosures of current and non-current liabilities on its condensed consolidated balance sheet. There was no impact on the Company’s results of operations, changes in equity, and cash flows. The Company has effected the adjustment in this Amended Filing. December 31, 2020 As Previously Reported Adjustment As Restated Balance Sheet: Current portion of long-term debt $ 17,750 434,500 $ 452,250 Total Current Liabilities 42,166 434,500 476,666 Long-term debt, net of current portion 434,500 (434,500) - Total Liabilities $ 493,330 $ 493,330 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Reverse Stock Split and Reclassification of Prior Year Presentation | Reverse Stock Split and Reclassification of Prior Year Presentation On July 27, 2020, the Company’s announced 1 share-for-40 shares (1:40) reverse stock split (the “Reverse Stock Split”) of the Company’s outstanding common stock, par value $0.01 per share became effective. All share and per share amounts in this Form 10-K have been adjusted to reflect the Reverse Stock Split. The stated capital attributable to common stock on the Company’s consolidated balance sheet at December 31, 2019 was reduced proportionately to the Reverse Stock Split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital is reduced. Prior periods in this Form 10-K have been reclassified to reflect this change. On June 10, 2019, the Company completed the sale of Martha Stewart Living Omnimedia, Inc. (“MSLO”), a Delaware corporation and a wholly-owned subsidiary of the Company, for $166 million in cash consideration, plus additional amounts in respect of pre-closing accounts receivable that are received after the closing, subject to certain adjustments, pursuant to an equity purchase agreement (the “Purchase Agreement”) with Marquee Brands LLC (the “Buyer”) entered into on April 16, 2019. In addition, the Purchase Agreement provides for an earnout of up to $40,000,000 payable to the Company if certain performance targets are achieved during the three calendar years ending December 31, 2020, December 31, 2021 and December 31, 2022. The performance targets were not met for the year ended December 31, 2020. MSLO and its subsidiaries were engaged in the business of promoting, marketing and licensing the Martha Stewart and the Emeril Lagasse brands through various distribution channels. |
Correction of Prior Period Error | Correction of Prior Period Error During the preparation of its annual financial statements, the Company discovered an error on the Company’s consolidated statement of comprehensive loss for the year ended December 31, 2019. The Company had previously disclosed an unrealized loss of $5.6 million for interest rate swaps. The Company has corrected the error on the Company’s consolidated statements of comprehensive loss in this current Form 10-K to reflect an unrealized loss of $2.5 million for the year ended December 31, 2019. The unrealized loss on interest rate swaps was correctly disclosed in the 2019 Form 10-K on both the statement of changes in equity and the statement of cash flows for the year ended December 31, 2019. This error had no impact on its consolidated balance sheets, statements of operations, statements of changes in equity, statement of cash flows and the Notes to Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017. |
Impact of COVID-19 | Impact of COVID-19 In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis. As COVID-19 spread, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine continued to increase, which has affected retailers, as well as our licensees who sell to these retailers. These actions caused many retailers carrying the Company’s branded products to close in the first and second quarter of 2020, which has affected retailers, as well as our licensees who sell to these retailers. As states continue to relax and then tighten restrictions, the Company is unsure when retail stores will be ordered to close, at what capacity, or how long such periods of store closures will be needed or mandated. For the year ended December 31, 2020, COVID-19 caused a significant reduction in retail stores that remained open, as well as a change in consumer purchasing behavior for specific types of products. Both have led to a reduction in orders from retailers for certain types of products bearing some of our brands. Even as the vaccines are widely administered, we cannot predict when government restrictions and mandates will be imposed or lifted, or how quickly, if at all, retail stores and customers will return to their pre-COVID-19 purchasing behaviors, so we cannot predict how long our results of operations and financial performance will be impacted. The impacts of COVID-19 have adversely affected the Company’s near-term and long-term revenues, earnings, liquidity and cash flows as certain licensees have requested temporary relief or deferred making their scheduled payments. However, the Company is not currently able to predict the full impact of COVID-19 on its results of operations and cash flows. The Company has proactively taken steps to increase available cash on hand including utilizing revolver borrowings under the Third Amendment to the Third Amended and Restated First Lien Credit Agreement with Bank of America, N.A. as administrative and collateral agent (the “Amended BoA Credit Agreement”). During the year ended December 31, 2020, the Company made net revolver borrowings of $14.1 million, excluding lender fees, under the Amended BoA Credit Agreement. |
Going Concern | Going Concern As of December 31, 2020, the Company was party to the Amended BoA Credit Agreement and the Fifth Amendment to the Third Amended and Restated Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent (as amended from time to time, the “Amended Wilmington Credit Agreement”), collectively referred to as its loan agreements (“Loan Agreements”). The Company has obtained multiple waivers of the covenants in the Amended Wilmington Credit Agreement during 2020, and the current waiver expires on April 19, 2021. However, there can be no assurance that such amendments would be agreed upon or approved by such lenders. If the Company fails to comply with its financial covenants, as modified, a default under the Loan Agreements would be triggered and the Company’s obligations under the Loan Agreements may be accelerated. The Company’s management is continuing to conduct a broad review of strategic alternatives, including in respect to the fact that the Company is currently in default of its financial covenants under its Amended Wilmington Credit Agreement with Wilmington Trust, National Association as administrative agent, and the lenders party thereto, and is operating under a waiver from the lenders under that agreement; how ever, there can be no assurance that such efforts will be successful. The risk of non-compliance creates a material uncertainty that casts substantial doubt with respect to the ability of the Company to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities that would be necessary if the Company was unable to realize its assets and settle its liabilities as a going concern in the normal course of operations. See “Note 8 – Long Term Debt” with respect to compliance under the Loan Agreements and effects of COVID-19. |
Paycheck Protection Program | Paycheck Protection Program On May 18, 2020, the Company received loan proceeds of $769,295 from a promissory note issued by Bank of America, N.A., under the PPP loan which was established under the CARES Act and is administered by the U.S. Small Business Administration. The term on the loan is two years and the annual interest rate is 1.00%. Payments of principal and interest are deferred for the first six months of the loan. The Company received consent from its lenders under the Amended Wilmington Credit Agreement to apply for the PPP loan which is recorded in accrued expenses on the consolidated balance sheet. The Company filed for forgiveness on this loan on November 20, 2020 and believes that the loan will be forgi ven. Such forgiveness will be determined based on the use of the loan proceeds for payroll costs, rent and utility expenses and the maintenance of workforce and compensation levels with certain limitations. There is uncertainty around the standards and operation of the PPP, and no assurance is provided that the Company will obtain forgiveness in whole or in part. |
Principles of Consolidation | Principles of Consolidation The accompanying 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 the consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States (“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 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 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, actual results could differ significantly from estimates. |
Discontinued Operations | Discontinued Operations The Company accounted for the sale of MSLO in accordance with ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets (“ASC 360”) and Accounting Standard Update (“ASU”) No. 2014-08, Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity (“ASU 2014-08”). The Company followed the held-for-sale criteria as defined in ASC 360. ASC 360 requires that a component of an entity that has been disposed of or is classified as held for sale and has operations and cash flows that can be clearly distinguished from the rest of the entity be reported as assets held for sale and discontinued operations. In the period a component of an entity has been disposed of or classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. ASU 2014-08 requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results be reported in the financial statements as discontinued operations. ASU 2014-08 also provides guidance on the financial statement presentations and disclosures of discontinued operations. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), (see Note 5 for related disclosures). 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 consolidated balance sheets. Contract liabilities represent unearned revenues and are presented within the current portion of deferred revenue on the consolidated balance sheets. The Company disaggregates its revenue into two categories: licensing agreements and other, which is comprised of revenue from sources such as sales commissions and vendor placement commissions. Commission revenues and vendor placement commission revenues are recorded in the period the commission is earned. |
Restricted Cash | Restricted Cash Restricted cash consisted of cash deposited with a financial institution required as collateral for the Company’s cash-collateralized letter of credit facilities at December 31, 2019. The Company does not have any restricted cash reported on its consolidated balance sheet at December 31, 2020. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded net of allowances for doubtful accounts, based on the Company’s ongoing discussions with its licensees and other customers and its evaluation of their creditworthiness, payment history and account aging. The Company adopted ASU 2016-13, Financial Statements – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”) effective January 1, 2020. ASU 2016-13 requires companies to adopt a methodology that measures expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The adoption did not have a material impact on the Company’s consolidated financial statements. The primary impact to the Company is the timing of recording expected credit losses on its trade receivables. Accounts receivable balances deemed to be uncollectible are written off after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts was $0.4 million and $5.8 million at December 31, 2020 and 2019, respectively. The Company’s accounts receivable, net amounted to $43.0 million and $39.5 million as of December 31, 2020 and 2019, respectively. Two licensees accounted for approximately 57% (36% and 21%) of the Company’s total consolidated accounts receivable, net balance as of December 31, 2020 and two licensees accounted for approximately 51% (33% and 18%) of the Company’s total consolidated accounts receivable, net balance as of December 31, 2019. The Company does not believe the accounts receivable balances from these licensees represents a significant collection risk based on past collection experience , however, the current environment as discussed previously may have a material impact on future collections. |
Investments | Investments The Company accounts for equity securities under ASC 321, Investments – Equity Securities (“ASC 321”). Such securities are reported at fair value in the 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 for $0.5 million and a loss on its equity securities for $0.1 million recorded in other expense on the consolidated statements of operations for the years ended December 31, 2020 and 2019, respectively. |
Equity Method Investment | Equity Method Investment For investments in entities over which the Company exercises significant influence but which do not meet the requirements for consolidation, the Company uses the equity method of accounting. On July 1, 2016, the Company acquired a 49.9% noncontrolling interest in Gaiam Pty. Ltd. in connection with its acquisition of Gaiam Brand Holdco, LLC. The value of the Company’s equity method investment was $0.9 million and $0.6 million as of December 31, 2020 and 2019, respectively, and is included in other assets in the consolidated balance sheets. The Company’s share of earnings from its equity method investee, which was not material for the years ended December 31, 2020 and 2019, is included in other expense in the consolidated statements of operations. On July 2, 2020, the Company entered into an asset purchase agreement to sell its Franklin Mint trademark for $3.5 million and retained a 5% equity interest in the Franklin Mint purchaser’s entity. The remaining investment will be accounted for under the equity method since a 3-5% equity interest is considered to be "more than minor” in a limited partnership investment such as this. The Company recorded an initial investment of $0.2 million in other assets in the consolidated balance sheet. 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. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. The Company does not have any goodwill reported on its consolidated balance sheets at December 31, 2020 or 2019. On an annual basis (October 1 st ) 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 are as follows: (i) discount rates; (ii) projected annual revenue growth rates; and (iii) projected long-term growth rates. Our estimates also factor in economic conditions and expectations of management, which may change in the future based on period-specific facts and circumstances. Other intangibles with determinable lives, including certain trademarks, customer agreements, patents and a favorable lease, 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). The Company performed its most recent test as October 1, 2020 and did not identify any impairments. The Company determined that the Ellen Tracy trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the second quarter of 2020 as a finite-lived intangible asset and is now amortized on a straight-line basis over the remaining estimated useful life of the trademark of fifteen years. The Company recorded amortization expense of $1.8 million related to this trademark during the year ended December 31, 2020. During the first quarter of 2020, the Company recorded non-cash impairment charges of $85.6 million consisting of $33.2 million related to the Jessica Simpson trademark, $29.8 million related to the Gaiam trademark, $12.0 million related to the Joe’s trademark and $10.6 million related to the Ellen Tracy trademark. The impairments arose due to reduced sales forecasts and higher discount rates for these brands driven by the financial impacts of COVID-19 and the current economic environment. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. Additionally, the Company determined that the Avia trademark should no longer be classified as an indefinite-lived intangible asset and was reclassified in the first quarter of 2020 as a finite-lived intangible asset and amortized on a straight-line basis over the remaining estimated useful life of the trademark of six years. The estimated useful life was determined based on a license agreement for its Avia trademark which included a clause that if the licensee pays to the Company cumulative total royalties of $100.0 million, the licensee has the right to require the Company to assign full title and ownership of the trademark to the licensee (See Note 11). The Company amortized $13.9 mill ion related to this trademark during the year ended December 31, 2020. On June 10, 2019, the Company completed the sale of MSLO. During the first quarter of 2019, the Company recorded non-cash impairment charges of $161. 2 million for indefinite-lived intangible assets related to the Martha Stewart and Emeril Lagasse trademarks. The impairments arose as a result of the sale process for the Martha Stewart and Emeril Lagasse brands (as discussed in Note 4) 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 discontinued operations in the consolidated statements of operations. During the year ended December 31, 2019, the Company recorded non-cash impairment charges of $33.1 million consisting of $28.5 million related to the Jessica Simpson trademark and $4.6 million related to the Joe’s trademark. The impairments arose due to reduced growth expectations and the impact of licensee transitions for these brands. Fair value for each trademark was determined based on the income approach using estimates of future discounted cash flows. See Notes 3 and 7 for further details. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Maintenance and repairs are charged to expense as incurred. Upon retirement or other disposition of property and equipment, applicable cost and accumulated depreciation and amortization are removed from the accounts and any gains or losses are included in results of operations. Depreciation and amortization of property and equipment is computed using the straight-line method based on estimated useful lives of the assets as follows: Furniture and fixtures 5 years Computer hardware/equipment 5 to 7 years Leasehold improvements Term of the lease or the estimated life of the related improvements, whichever is shorter. Computer software 5 years Websites 3 years |
Deferred Financing Costs | Deferred Financing Costs Deferred financing costs represent lender fees, legal and other third-party costs incurred in connection with issuing debt securities or obtaining debt or other credit arrangements. Deferred financing costs are recorded as a deduction of the carrying value of debt and are amortized as interest expense, using the effective interest method, over the term of the related debt. Debt discounts are amortized to interest expense over the term of the related debt. |
Treasury Stock | Treasury Stock Treasury stock is recorded at cost as a reduction of equity in the consolidated balance sheets. |
Preferred Stock | Preferred Stock Preferred stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. The Company classifies conditionally redeemable preferred stock (if any), which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, the Company classifies preferred stock as a component of equity. The Company’s preferred stock does not feature any redemption rights within the holders’ control or conditional redemption features not solely within its control as of December 31, 2020 and 2019. Accordingly, all issuances of preferred stock are presented as a component of equity. The Company did not have any preferred stock outstanding as of December 31, 2020 and 2019. |
Common Stock Purchase Warrants and Derivative Financial Instruments | Common Stock Purchase Warrants and Derivative Financial Instruments The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) give the Company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement). The Company assesses classification of its common stock purchase warrants and other freestanding derivatives, if any, at each reporting date to determine whether a change in classification between assets and liabilities is required. The Company determined that its outstanding common stock purchase warrants satisfied the criteria for classification as equity instruments at December 31, 2020 and 2019. |
Advertising | Advertising Advertising costs related to media ads are charged to expense as of the first date the advertisements take place. Advertising costs related to campaign ads, such as production and talent, are expensed over the term of the related advertising campaign. Advertising expenses included in operating expenses from continuing operations approximated $2.0 million and $12.0 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020 and 2019, the Company had no capitalized advertising costs recorded on the 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. |
Leases | Leases The Company has operating leases 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. Sublease income (in which we are the sublessor) is recognized on a straight-line basis over the term of the sublease, as a reduction to lease expense. The Company evaluates its right-of-use (“ROU”) assets for impairment in accordance with ASC 360. See Note 10 for further information. |
Income Taxes | Income Taxes Current income taxes are based on the respective periods’ taxable income for federal, foreign and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using statutory tax rates in effect for the year in which the differences are expected to reverse. In accordance with ASU No. 2015‑17, Balance Sheet Classification of Deferred Taxes , all deferred income taxes are reported and classified as non-current. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. On March 27, 2020, the CARES Act was signed into law. The CARES Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense for corporate taxpayers from 30% of adjustable taxable income to 50% of adjustable taxable income for tax years beginning in 2019 and 2020, class life changes to qualified improvement property (in general, from 39 years to 15 years), acceleration of the ability for corporate taxpayers to recover AMT credits, suspension of 80% of taxable income limitation on the use of NOLs for tax years beginning before January 1, 2021 and the ability to carry back NOLs incurred from tax years 2018 through 2020 up to the five preceding tax years. As a result of the CARES Act, it is anticipated that the Company will fully utilize all interest expense that was deferred beginning in 2018 with no additional disallowed interest expense in 2020. The Company had accrued for an AMT credit of less than $0.1 million which was recorded as a receivable as of December 31, 2019; payment of this AMT credit was received during the year ended December 31, 2020. 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 year ended December 31, 2020, 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, 2017 through December 31, 2020. |
Earnings Per Share | Earnings Per Share Basic loss per share (“EPS”) attributable to Sequential Brands Group, Inc. and Subsidiaries is computed by dividing net loss attributable to Sequential Brands Group, Inc. and Subsidiaries by the weighted-average number of common shares outstanding during the reporting period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the reporting period, including stock options, PSUs and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. In periods when there is a net loss, diluted loss per share is equal to basic loss per share, since the effect of including any common stock equivalents would be anti-dilutive. Basic weighted-average common shares outstanding is equivalent to diluted weighted-average common shares outstanding for the years ended December 31, 2020 and 2019 for the calculation of basic loss per share attributable to Sequential Brands Group, Inc. and Subsidiaries. The computation of diluted EPS attributable to Sequential Brands Group, Inc. and Subsidiaries for the years ended December 31, 2020 and 2019 excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended December 31, 2020 2019 Unvested restricted stock 8,648 11,885 |
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 December 31, 2020. Concentration of credit risk with respect to accounts receivable historically has been minimal, however, the current environment as discussed previously may have a material impact on future collections. The Company performs periodic credit evaluations of its customers’ financial condition. The allowance for doubtful accounts is based upon the expected collectability of all accounts receivable. |
Customer Concentrations | Customer Concentrations The Company recorded net revenues from continuing operations of $89.8 million and $101.6 million during the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, three licensees represented at least 10% of net revenue, accounting for 19%, 18% and 15% of the Company’s net revenue from continuing operations. During the year ended December 31, 2019, three licensees represented at least 10% of net revenue, each accounting for 19%, 16% and 14% of the Company’s net revenue from continuing operations. |
Loss Contingencies | Loss Contingencies The Company recognizes contingent losses that are both probable and estimable. In this context, probable means circumstances under which events are likely to occur. The Company records legal costs pertaining to contingencies as incurred. |
Noncontrolling Interest | Noncontrolling Interests Noncontrolling interest recorded for the years ended December 31, 2020 and 2019 represents an income allocation to Elan Polo International, Inc., a member of DVS LLC and JALP, LLC, a member of FUL IP Holdings, LLC, and a loss allocation to With You, Inc., a member of With You LLC. The following table sets forth the noncontrolling interest for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) With You LLC $ (8,797) $ (6,230) DVS LLC 594 659 FUL IP 240 (465) Net loss attributable to noncontrolling interests $ (7,963) $ (6,036) The following table sets forth the noncontrolling interest as of December 31, 2020 and 2019: DVS LLC FUL IP With You LLC Total (in thousands) Balance at January 1, 2019 $ 2,701 $ 496 $ 67,529 $ 70,726 Net income (loss) attributable to noncontrolling interests 659 (465) (6,230) (6,036) Distributions (614) - (4,752) (5,366) Balance at December 31, 2019 2,746 31 56,547 59,324 Net income (loss) attributable to noncontrolling interests 594 240 (8,797) (7,963) Distributions (1,060) (240) (3,928) (5,228) Balance at December 31, 2020 $ 2,280 $ 31 $ 43,822 $ 46,133 During the year ended December 31, 2020, the Company recorded a gain of $0.5 million related to the FUL trademark settlement. During the year ended December 31, 2019, the Company wrote-off a receivable related to the previous sale of the FUL trademark. |
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 Executive Chairman, 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 operations or any assets in foreign locations. The majority of the Company’s operations consist of a single revenue stream, which is the licensing of its trademark portfolio, with additional revenues derived from certain commissions. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards ASU No. 2019-12, “Simplifying the Accounting for Income Taxes (Topic 740)” In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”), which simplifies the accounting for income taxes by eliminating certain exceptions to the guidance in ASC 740 related to intraperiod tax allocations, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities related to outside basis differences. The standard also simplifies GAAP for other areas of ASC 740 by clarifying and amending existing guidance related to accounting for franchise taxes and accounting for transactions that result in a step-up in the tax basis of goodwill. ASU 2019-12 is effective for annual and interim periods beginning after December 15, 2020, and early adoption is permitted. The Company does not expect the adoption of ASU 2019-12 to have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Significant Accounting Policies [Abstract] | |
Estimated Useful Lives of Property and Equipment | Furniture and fixtures 5 years Computer hardware/equipment 5 to 7 years Leasehold improvements Term of the lease or the estimated life of the related improvements, whichever is shorter. Computer software 5 years Websites 3 years |
Earnings Per Share, Basic and Diluted | Year Ended December 31, 2020 2019 Unvested restricted stock 8,648 11,885 |
Schedule of Noncontrolling Interest | Year Ended December 31, 2020 2019 (in thousands) With You LLC $ (8,797) $ (6,230) DVS LLC 594 659 FUL IP 240 (465) Net loss attributable to noncontrolling interests $ (7,963) $ (6,036) |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net | DVS LLC FUL IP With You LLC Total (in thousands) Balance at January 1, 2019 $ 2,701 $ 496 $ 67,529 $ 70,726 Net income (loss) attributable to noncontrolling interests 659 (465) (6,230) (6,036) Distributions (614) - (4,752) (5,366) Balance at December 31, 2019 2,746 31 56,547 59,324 Net income (loss) attributable to noncontrolling interests 594 240 (8,797) (7,963) Distributions (1,060) (240) (3,928) (5,228) Balance at December 31, 2020 $ 2,280 $ 31 $ 43,822 $ 46,133 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value of Financial Instruments [Abstract] | |
Schedule of Indefinite-lived Assets | Year Ended December 31, 2020 2019 (in thousands) Beginning Balance at $ 591,958 $ 624,985 Additions and reclassification from indefinite to definite-lived (129,922) 82 Impairment charges (85,590) (33,109) Ending Balance at $ 376,446 $ 591,958 |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | 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 December 31, 2020 and 2019: Carrying Value Fair Value Financial Instrument Level 12/31/2020 12/31/2019 12/31/2020 12/31/2019 (in thousands) Equity securities 1 $ 506 $ 47 $ 506 $ 47 Interest rate swaps - liability 2 $ 6,477 $ 6,514 $ 6,477 $ 6,514 Term loans 2 $ 441,081 $ 453,831 $ 440,325 $ 451,483 Revolving loan 2 $ 29,740 $ 14,358 $ 29,787 $ 14,323 |
Schedule of Notional Amounts of Outstanding Derivative Positions | The components of the 2018 Swap Agreements as of December 31, 2020 are as follows: Notional Value Derivative Asset Derivative Liability (in thousands) LIBOR based loans $ 300,000 $ — $ 6,477 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations [Abstract] | |
Schedule of discontinued operations unaudited condensed consolidated statements of operations | Year Ended December 31, 2020 2019 Net revenue $ - $ 18,771 Operating expenses - 16,481 Impairment charges - 161,224 Loss on sale of MSLO 1,592 4,273 Loss from discontinued operations (1,592) (163,207) Other expense 25 485 Interest expense - 3,570 Loss from discontinued operations before income taxes (1,617) (167,262) Benefit from income taxes (341) (42,199) Loss from discontinued operations, net of income taxes $ (1,276) $ (125,063) |
Schedule of discontinued operations balance sheet | December 31, 2020 2019 Carrying amount of assets included as part of discontinued operations: Current Assets: Prepaid expenses and other current assets $ - $ 6,839 Total current assets from discontinued operations $ - $ 6,839 Carrying amount of liabilities included as part of discontinued operations: Current Liabilities: Accounts payable and accrued expenses $ 730 $ 1,959 Total current liabilities from discontinued operations $ 730 $ 1,959 |
Schedule of discontinued operations cash flow | Year Ended December 31, 2020 2019 (in thousands) Cash provided by discontinued operating activities $ 4,334 $ 40,321 Cash used in discontinued investing activities $ - $ (44) Cash used in discontinued financing activities $ - $ (574) |
REVENUE (Tables)
REVENUE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue [Abstract] | |
Disaggregated Revenue | The following table presents revenue disaggregated by source for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Licensing agreements $ 89,635 $ 101,161 Other 176 415 Total $ 89,811 $ 101,576 |
Contract Balances | The below table summarizes the Company’s contract assets and contract liabilities: December 31, December 31, 2020 2019 (in thousands) Contract assets $ 2,269 $ 1,803 Contract liabilities 1,017 3,040 |
Future Performance Obligations | The below table summarizes amounts related to future performance obligations from continuing operations under fixed contractual arrangements as of December 31, 2020 and the periods in which they are expected to be earned and recognized as revenue: 2021 2022 2023 2024 2025 Thereafter (in thousands) Future Performance Obligations $ 36,779 $ 15,164 $ 12,525 $ 2,551 $ 359 $ 241 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment is summarized as follows: December 31, 2020 2019 (in thousands) Furniture and fixtures $ 5,114 $ 5,114 Computer hardware/equipment 289 277 Leasehold improvements 945 6,162 Computer software 570 570 Websites 169 169 Property and equipment 7,087 12,292 Less accumulated depreciation and amortization (5,807) (6,943) Property and equipment, net $ 1,280 $ 5,349 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Intangible Assets [Abstract] | |
Summary of Intangible Assets | Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2020 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 130,630 $ (21,639) $ 108,991 Customer agreements 4 2,080 (2,080) - Patents 10 95 (74) 21 $ 132,805 $ (23,793) 109,012 Indefinite-lived intangible assets: Trademarks 376,446 Intangible assets, net $ 485,458 Gross Useful Lives Carrying Accumulated Net Carrying December 31, 2019 (Years) Amount Amortization Amount (in thousands) Finite-lived intangible assets: Trademarks 5 - 15 $ 12,491 $ (4,515) $ 7,976 Customer agreements 4 2,200 (2,198) 2 Patents 10 95 (64) 31 $ 14,786 $ (6,777) 8,009 Indefinite-lived intangible assets: Trademarks 591,958 Intangible assets, net $ 599,967 |
Summary of Future Annual Estimated Amortization Expense | Years Ended December 31, (in thousands) 2021 $ 17,964 2022 17,964 2023 17,611 2024 16,546 2025 16,513 Thereafter 22,414 $ 109,012 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-Term Debt [Abstract] | |
Schedule of Long Term Debt | December 31, 2020 (restated) 2019 (in thousands) Secured Term Loans $ 441,081 $ 453,831 Revolving Credit Facility 29,740 14,358 Unamortized deferred financing costs (18,571) (22,189) Total long-term debt, net of unamortized deferred financing costs 452,250 446,000 Less: current portion of long-term debt 452,250 12,750 Long-term debt $ 0 $ 433,250 |
Schedule of Maturities of Long-term Debt | As of December 31, 2020, the Company’s debt maturities for the next five years and thereafter on a calendar year basis are as follows: Total 2021 2022 2023 2024 2025 Thereafter (in thousands) Term Loans $ 441,081 $ 17,750 $ 20,000 $ 111,631 $ 291,700 $ - $ - Revolving Loan 29,740 - - 29,740 - - - Total $ 470,821 $ 17,750 $ 20,000 $ 141,371 $ 291,700 $ - $ - |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounts Payable and Accrued Expenses [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | December 31, 2020 2019 (in thousands) Accounts payable $ 2,330 $ 2,942 Accrued expenses Interest 927 1,025 Compensation 1,509 2,395 Marketing and commissions 1,269 1,402 Interest rate swap liability - current 6,180 3,124 Litigation contingencies and claims 4,338 1,954 Licensee settlement payable - current 1,000 940 PPP loan 774 - Professional services fees 317 227 Other accrued expenses 182 1,712 Total accounts payable and accrued expenses $ 18,826 $ 15,721 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Summary of operating lease assets and liabilities recorded on the balance sheet | December 31, Classification on Balance Sheet 2020 Assets (in thousands) Non-current Right-of-use assets - operating leases $ 3,257 Liabilities Current Current portion of lease liabilities - operating leases $ 936 Non-current Lease liabilities - operating leases, net of current portion 2,776 Total operating lease liabilities $ 3,712 Weighted average remaining lease term (in years) 3.6 |
Summary of maturities of the Company’s lease liabilities | Operating Leases (in thousands) 2021 $ 1,159 2022 1,184 2023 1,109 2024 744 Total minimum lease payments 4,196 Less: imputed interest 484 Lease liabilities $ 3,712 |
STOCK INCENTIVE PLAN, OPTIONS_2
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stock incentive plan, options and warrants [Abstract] | |
Summary of Stock Option Activity | The following table summarizes the Company’s outstanding options: Weighted-Average Remaining Number of Weighted-Average Contractual Life Options Exercise Price (in Years) Outstanding - January 1, 2019 1,237 $ 408.80 2.3 Granted — — Exercised — — Forfeited or canceled (500) $ (519.20) Outstanding - January 1, 2020 737 $ 334.00 2.4 Granted — — Exercised — — Forfeited or canceled (250) (517.20) Outstanding at December 31, 2020 487 $ 240.00 2.4 Exercisable - December 31, 2020 487 $ 240.00 2.4 |
Schedule of Warrants Activity and Nonvested Warrants | The following table summarizes the Company’s outstanding warrants: Weighted-Average Remaining Number of Weighted-Average Contractual Life Warrants Exercise Price (in Years) Outstanding - January 1, 2019 5,000 $ 532.80 6.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding - January 1, 2020 5,000 $ 532.80 5.4 Granted — — Exercised — — Forfeited or canceled — — Outstanding at December 31, 2020 5,000 $ 532.80 4.4 Exercisable - December 31, 2020 5,000 $ 532.80 4.4 |
Schedule of Restricted Stock Activity | A summary of the time-based restricted stock activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 7,325 $ 148.80 0.9 Granted 11,614 34.40 Vested (5,882) (68.00) Unvested - January 1, 2020 13,057 $ 34.00 0.5 Granted 5,000 14.80 Vested (16,614) (28.53) Forfeited or cancelled (1,443) (32.00) Unvested - December 31, 2020 — $ — — |
Schedule of Restricted Stock Units Activity | A summary of the time-based restricted stock unit activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 40,399 $ 89.60 2.2 Granted — — Vested (24,941) (97.60) Forfeited or canceled (4,750) (40.00) Unvested - January 1, 2020 10,708 $ 56.80 1.3 Granted 10,000 14.80 Vested (16,219) (41.97) Forfeited or canceled (2,822) (77.77) Unvested - December 31, 2020 1,667 $ 52.00 0.8 |
Schedule of Performance Stock Units Activity | A summary of the PSUs activity for the years ended December 31, 2020 and 2019 is as follows: Weighted-Average Weighted-Average Remaining Grant Date Fair Contractual Life Number of Shares Value (in Years) Unvested - January 1, 2019 55,496 $ 178.80 0.8 Granted — — Vested (7,242) (187.20) Forfeited or canceled (45,005) (177.20) Unvested - January 1, 2020 3,249 $ 180.40 — Granted 22,500 14.80 Vested — — Forfeited or canceled (25,749) (35.70) Unvested - December 31, 2020 — $ — — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Taxes [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The benefit from income taxes from continuing operations consists of the following: For the Year Ended December 31, 2020 2019 (in thousands) Federal: Current provision $ - $ - Deferred provision 809 (7,751) 809 (7,751) Foreign: Current provision 47 57 Deferred provision - - 47 57 State: Current provision (179) - Deferred provision (3,744) (1,001) (3,923) (1,001) Benefit from income taxes $ (3,067) $ (8,695) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the benefit from income taxes and the expected income tax provision determined by applying the statutory federal and state income tax rates to pre-tax income are as follows: For the Year Ended December 31, 2020 2019 Federal statutory rate 21.0 % 21.0 % State taxes, net of federal tax benefit 3.1 1.6 Noncontrolling interest (1.7) (2.6) Valuation allowance (18.7) — Nondeductible compensation (0.1) (1.6) Foreign taxes (0.5) (0.1) Other — (0.6) 3.1 % 17.7 % |
Schedule of Deferred Tax Assets and Liabilities | The components of the Company’s consolidated deferred income tax balances as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 (in thousands) Deferred income tax assets Net operating loss carryforwards $ 51,741 $ 32,565 Capital loss carryforwards 3,770 2,997 Intangible assets - finite life - 3,137 Stock-based compensation 159 286 Property and equipment 255 - Credits carryforward 638 1,148 Deferred revenue 1,090 1,939 Deferred interest expense 443 9,984 Operating lease liability 830 13,215 Other 2,942 4,791 61,868 70,062 Deferred income tax liability - long-term Intangible assets - indefinite-lived (23,656) (57,343) Intangible assets - finite life (14,746) - Right-of-use asset - operating leases (722) (11,625) Installment Sale (1,884) - Property and equipment - (193) (41,008) (69,161) Less: Valuation allowance (31,968) (15,252) Net deferred income tax liability $ (11,108) $ (14,351) |
RESTATEMENT OF PREVIOUSLY ISS_2
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Restatement of Previously Issued Consolidated Financial Statements [Abstract] | |
Schedule of Error Corrections | December 31, 2020 As Previously Reported Adjustment As Restated Balance Sheet: Current portion of long-term debt $ 17,750 434,500 $ 452,250 Total Current Liabilities 42,166 434,500 476,666 Long-term debt, net of current portion 434,500 (434,500) - Total Liabilities $ 493,330 $ 493,330 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | Jul. 27, 2020 | Jul. 02, 2020USD ($) | May 18, 2020USD ($) | Jun. 10, 2019USD ($) | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2020USD ($)segment | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($) | Jul. 03, 2020 | Jul. 01, 2016 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Stockholders' equity, reverse stock split | On July 27, 2020, the Company's announced 1 share-for-40 shares (1:40) reverse stock split (the "Reverse Stock Split") of the Company's outstanding common stock, par value $0.01 per share became effective. All share and per share amounts in this Form 10-K have been adjusted to reflect the Reverse Stock Split. | ||||||||||
Stockholders' equity note, stock split, conversion ratio | 0.025 | ||||||||||
Proceeds from Paycheck Protection Program | $ 769,295 | $ 769,000 | |||||||||
Allowance for doubtful accounts receivable | 400,000 | $ 5,800,000 | |||||||||
Accounts receivable, net | 43,039,000 | 39,452,000 | |||||||||
Net revenue | 89,811,000 | 101,576,000 | |||||||||
Other (income) expense | (5,809,000) | (2,107,000) | |||||||||
Goodwill | 0 | 0 | |||||||||
Amortization expense | 17,400,000 | 1,900,000 | |||||||||
Non-cash impairment charges | 85,590,000 | 33,109,000 | |||||||||
Advertising expenses | 2,000,000 | 12,000,000 | |||||||||
Capitalized advertising costs | 0 | 0 | |||||||||
Additional disallowed interest expense | 0 | ||||||||||
Income Tax Examination, Penalties and Interest Accrued | $ 0 | ||||||||||
Number of operating segments | segment | 1 | ||||||||||
Number of reportable segments | segment | 1 | ||||||||||
Gain (loss) on equity securities | $ 459,000 | (123,000) | |||||||||
Unrealized gain (loss) on interest rate swaps | 1,756,000 | (2,542,000) | |||||||||
Other assets | 9,583,000 | 8,782,000 | |||||||||
Revenue | 89,811,000 | 101,576,000 | |||||||||
Previously Reported [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Unrealized gain (loss) on interest rate swaps | (5,600,000) | ||||||||||
Franklin Mint [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Other assets | $ 200,000 | ||||||||||
Franklin Mint [Member] | Equity Method Investment, Nonconsolidated Investee or Group of Investees [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Other (income) expense | $ (3,500,000) | ||||||||||
Equity method investment, noncontrolling interest | 5.00% | ||||||||||
Equity Securities [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Other (income) expense | 500,000 | (100,000) | |||||||||
Amended BoA Credit Agreement | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Line of credit | $ 14,100,000 | ||||||||||
Minimum | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Useful Lives | 2 years | ||||||||||
Maximum | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Useful Lives | 15 years | ||||||||||
Alternative minimum tax accrued | $ 0 | 100,000 | |||||||||
Trademarks [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Non-cash impairment charges | $ 85,600,000 | $ 161,200,000 | 85,590,000 | 33,109,000 | |||||||
Jessica Simpson Trademark [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Non-cash impairment charges | 33,200,000 | 33,200,000 | 28,500,000 | ||||||||
Gaiam Trademark [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Non-cash impairment charges | 29,800,000 | 29,800,000 | |||||||||
Joe’s Trademark [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Non-cash impairment charges | 12,000,000 | 12,000,000 | 4,600,000 | ||||||||
Ellen Tracy Trademark [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Non-cash impairment charges | $ 10,600,000 | 10,600,000 | |||||||||
Gaiam Pty Limited [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Equity method investment, noncontrolling interest | 49.90% | ||||||||||
Equity method investments | $ 900,000 | $ 600,000 | |||||||||
Accounts Receivable [Member] | Trademarks and Trade Names [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 57.00% | 51.00% | |||||||||
Accounts Receivable [Member] | License One [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 36.00% | 33.00% | |||||||||
Accounts Receivable [Member] | License Two [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 21.00% | 18.00% | |||||||||
Revenue Benchmark [Member] | License One [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 19.00% | 19.00% | |||||||||
Revenue Benchmark [Member] | License Two [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 18.00% | 16.00% | |||||||||
Revenue Benchmark [Member] | License Three [Member] | Customer Concentration Risk [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Concentration risk, percentage | 15.00% | 14.00% | |||||||||
FUL [Member] | Trademarks [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Gain on sale of assets | $ 500,000 | ||||||||||
Sale | MSLO | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Cash consideration | $ 166,000,000 | ||||||||||
Earnout on performance target achieved during first three year | $ 40,000,000 | ||||||||||
Non-cash impairment charges | $ 161,224,000 | ||||||||||
Ellen Tracy Trademark [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Useful Lives | 15 years | ||||||||||
Amortization expense | $ 1,800,000 | ||||||||||
Avia trademark | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Useful Lives | 6 years | ||||||||||
Amortization expense | $ 13,900,000 | ||||||||||
Avia trademark | Scenario, Plan [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | 100,000,000 | ||||||||||
Avia trademark | Royalty [Member] | Scenario, Plan [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Revenue | $ 100,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Depreciation of Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Furniture and Fixtures | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Equipment [Member] | Minimum | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer Hardware and Equipment [Member] | Maximum | |
Property, Plant and Equipment, Useful Life | 7 years |
Computer Software [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Websites [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Antidilutive Shares Excluded from Computation of Diluted EPS) (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Unvested restricted stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 8,648 | 11,885 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Noncontrolling Interest from Continuing Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Net loss attributable to noncontrolling interest | $ (7,963) | $ (6,036) |
With You LLC [Member] | ||
Net loss attributable to noncontrolling interest | (8,797) | (6,230) |
DVS LLC [Member] | ||
Net loss attributable to noncontrolling interest | 594 | 659 |
FUL [Member] | ||
Net loss attributable to noncontrolling interest | $ 240 | $ (465) |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Noncontrolling Interest) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Balance | $ 59,324 | $ 70,726 |
Net income (loss) attributable to noncontrolling interest | (7,963) | (6,036) |
Noncontrolling interest distribution | (5,228) | (5,366) |
Balance | 46,133 | 59,324 |
DVS LLC [Member] | ||
Balance | 2,746 | 2,701 |
Net income (loss) attributable to noncontrolling interest | 594 | 659 |
Noncontrolling interest distribution | (1,060) | (614) |
Balance | 2,280 | 2,746 |
FUL [Member] | ||
Balance | 31 | 496 |
Net income (loss) attributable to noncontrolling interest | 240 | (465) |
Noncontrolling interest distribution | (240) | |
Balance | 31 | 31 |
With You LLC [Member] | ||
Balance | 56,547 | 67,529 |
Net income (loss) attributable to noncontrolling interest | (8,797) | (6,230) |
Noncontrolling interest distribution | (3,928) | (4,752) |
Balance | $ 43,822 | $ 56,547 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Narrative) (Details) - USD ($) $ in Thousands | Dec. 10, 2018 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (1,276) | $ (125,063) | |||||
Non-cash impairment charges | 85,590 | 33,109 | |||||
Goodwill impairment charge | $ 304,100 | ||||||
Loss on Cash Flow Hedge Ineffectiveness | 400 | ||||||
Loss from Components Excluded from Assessment of Cash Flow Hedge Effectiveness | 3,800 | 600 | |||||
Amortization expense | 17,400 | 1,900 | |||||
Interest expense | 42,600 | 48,200 | |||||
Trademarks [Member] | |||||||
Non-cash impairment charges | $ 85,600 | $ 161,200 | 85,590 | 33,109 | |||
Jessica Simpson Trademark [Member] | |||||||
Non-cash impairment charges | 33,200 | 33,200 | 28,500 | ||||
Gaiam Trademark [Member] | |||||||
Non-cash impairment charges | 29,800 | 29,800 | |||||
Joe’s Trademark [Member] | |||||||
Non-cash impairment charges | 12,000 | 12,000 | 4,600 | ||||
Ellen Tracy Trademark [Member] | |||||||
Non-cash impairment charges | $ 10,600 | 10,600 | |||||
Recurring | |||||||
Assets or liabilities measured at fair value | 0 | 0 | |||||
Liabilities measured at fair value | 0 | 0 | |||||
December 31, 2021 Interest Rate Swap [Member] | |||||||
Derivative, notional amount | $ 300,000 | ||||||
Derivative, maturity date | Dec. 31, 2021 | ||||||
December 31, 2021 Interest Rate Swap Two [Member] | |||||||
Derivative, notional amount | $ 150,000 | ||||||
Derivative, maturity date | Dec. 31, 2021 | Dec. 31, 2021 | |||||
January 4, 2022 Interest Rate Swap [Member] | |||||||
Derivative, notional amount | $ 150,000 | ||||||
Derivative, maturity date | Jan. 4, 2022 | Jan. 4, 2022 | |||||
Sale | MSLO | |||||||
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | $ (1,276) | $ (125,063) |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
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] | ||
Equity securities | $ 506 | $ 47 |
Fair Value, Inputs, Level 1 [Member] | Equity Securities [Member] | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Equity securities | 506 | 47 |
Fair Value, Inputs, Level 2 [Member] | Term Loans Member | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 441,081 | 453,831 |
Fair Value, Inputs, Level 2 [Member] | Term Loans Member | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Term loan | 440,325 | 451,483 |
Fair Value, Inputs, Level 2 [Member] | Revolving Loans [Member] | Carrying Value [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 29,740 | 14,358 |
Fair Value, Inputs, Level 2 [Member] | Revolving Loans [Member] | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 29,787 | 14,323 |
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 | 6,477 | 6,514 |
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] | ||
Derivative liability | $ 6,477 | $ 6,514 |
FAIR VALUE OF FINANCIAL INSTR_5
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Indefinite-lived Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | |
Indefinite-lived Intangible Assets [Line Items] | ||||
Impairment charges | $ (85,590) | $ (33,109) | ||
Trademarks [Member] | ||||
Indefinite-lived Intangible Assets [Line Items] | ||||
Balance at January 1 | $ 591,958 | $ 624,985 | 591,958 | 624,985 |
Additions and reclassification from indefinite to definite-lived | (129,922) | 82 | ||
Impairment charges | $ (85,600) | $ (161,200) | (85,590) | (33,109) |
Balance at December 31 | $ 376,446 | $ 591,958 |
FAIR VALUE OF FINANCIAL INSTR_6
FAIR VALUE OF FINANCIAL INSTRUMENTS (Schedule of Notional Amounts of Outstanding Derivative Positions) (Details) - Interest Rate Cap [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Derivatives, Fair Value [Line Items] | |
Notional Value | $ 300,000 |
Derivative Liability | $ 6,477 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) - USD ($) | Jun. 10, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Discontinued Operations | |||
Loss from discontinued operations, net of income taxes | $ (1,276,000) | $ (125,063,000) | |
Revolving Credit Facility [Member] | |||
Discontinued Operations | |||
Mandatory prepayment | 109,600,000 | ||
Tranche A -1 Term Loans [Member] | |||
Discontinued Operations | |||
Voluntary prepayment | 44,400,000 | ||
Sale | MSLO | |||
Discontinued Operations | |||
Cash consideration | $ 166,000,000 | ||
Earnout on performance target achieved during first three year | $ 40,000,000 | ||
Pre-tax loss | (1,592,000) | (4,273,000) | |
Non-cash impairment charges | 161,224,000 | ||
Loss from discontinued operations, net of income taxes | (1,276,000) | (125,063,000) | |
Interest expense | 3,570,000 | ||
Transaction costs | 6,000,000 | ||
Prepaid expenses and other current assets | $ 0 | $ 6,839,000 |
DISCONTINUED OPERATIONS - State
DISCONTINUED OPERATIONS - Statement of operations (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Discontinued operations unaudited condensed consolidated statement of operations | ||
Loss from discontinued operations, net of income taxes | $ (1,276) | $ (125,063) |
Sale | MSLO | ||
Discontinued operations unaudited condensed consolidated statement of operations | ||
Net revenue | 18,771 | |
Operating expenses | 16,481 | |
Impairment charges | 161,224 | |
Loss on sale of MSLO | 1,592 | 4,273 |
Loss from discontinued operations | (1,592) | (163,207) |
Other expense | 25 | 485 |
Interest expense | 3,570 | |
Loss from discontinued operations before income taxes | (1,617) | (167,262) |
Benefit from income taxes | (341) | (42,199) |
Loss from discontinued operations, net of income taxes | $ (1,276) | $ (125,063) |
DISCONTINUED OPERATIONS - Balan
DISCONTINUED OPERATIONS - Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Total current assets from discontinued operations | $ 6,839 | |
Current Liabilities: | ||
Total current liabilities discontinued operations | $ 730 | 1,959 |
Sale | MSLO | ||
Current Assets: | ||
Prepaid expenses and other current assets | 0 | 6,839 |
Total current assets from discontinued operations | 6,839 | |
Current Liabilities: | ||
Accounts payable and accrued expenses | 730 | 1,959 |
Total current liabilities discontinued operations | $ 730 | $ 1,959 |
DISCONTINUED OPERATIONS - Cash
DISCONTINUED OPERATIONS - Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash provided by discontinued operating activities | $ 4,334 | $ 40,321 |
Cash used in discontinued investing activities | (44) | |
Cash used in discontinued financing activities | (574) | |
Sale | MSLO | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash provided by discontinued operating activities | $ 4,334 | 40,321 |
Cash used in discontinued investing activities | (44) | |
Cash used in discontinued financing activities | $ (574) |
REVENUE (Narrative) (Details)
REVENUE (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue [Abstract] | ||
Retained Earnings (Accumulated Deficit), Total | $ (483,546) | $ (394,126) |
REVENUE (Disaggregated Revenue)
REVENUE (Disaggregated Revenue) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregated revenue | $ 89,811 | $ 101,576 |
Licensing agreements [Member] | ||
Disaggregated revenue | 89,635 | 101,161 |
Other Contract [Member] | ||
Disaggregated revenue | $ 176 | $ 415 |
REVENUE (Contract Balances) (De
REVENUE (Contract Balances) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Revenue [Abstract] | ||
Contract assets | $ 2,269 | $ 1,803 |
Contract liabilities | $ 1,017 | $ 3,040 |
REVENUE (Future Performance Obl
REVENUE (Future Performance Obligations) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | $ 241 |
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 | 36,779 |
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 | 15,164 |
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 | 12,525 |
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 | 2,551 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future Performance Obligations | $ 359 |
REVENUE (Future Performance O_2
REVENUE (Future Performance Obligations Alternate) (Details) | Dec. 31, 2020 |
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 | 12 months |
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 | 12 months |
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 | 12 months |
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 | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 12 months |
PROPERTY AND EQUIPMENT (Narrati
PROPERTY AND EQUIPMENT (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||
Impairment of property and equipment | $ 0 | $ 0 |
Depreciation and amortization expense | $ 4,100 | 3,000 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated uselife | 4 months | |
Leasehold Improvements [Member] | Revision of Prior Period, Adjustment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization expense | $ 1,500 |
PROPERTY AND EQUIPMENT (Summary
PROPERTY AND EQUIPMENT (Summary of Property and Equipment) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 7,087 | $ 12,292 |
Less accumulated depreciation and amortization | (5,807) | (6,943) |
Property and equipment, net | 1,280 | 5,349 |
Furniture and Fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 5,114 | 5,114 |
Computer Hardware and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 289 | 277 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 945 | 6,162 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 570 | 570 |
Websites [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 169 | $ 169 |
INTANGIBLE ASSETS (Narrative) (
INTANGIBLE ASSETS (Narrative) (Details) - USD ($) $ in Thousands | Oct. 01, 2020 | Jul. 02, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 09, 2021 | Dec. 30, 2020 | Jul. 22, 2020 | Jun. 30, 2020 | Oct. 24, 2019 |
Amortization expense | $ 17,400 | $ 1,900 | |||||||||||||||
Impairment charges | 85,590 | 33,109 | |||||||||||||||
Proceeds from sale of trademarks | $ 3,900 | 8,050 | |||||||||||||||
Equity interest remaining percentage | 5.00% | ||||||||||||||||
Non-cash impairment charges | 85,590 | 33,109 | |||||||||||||||
Intangible assets, net | 485,458 | 599,967 | |||||||||||||||
Gain (Loss) on Disposition of Assets | $ 3,700 | 4,527 | |||||||||||||||
Revenue | $ 89,811 | 101,576 | |||||||||||||||
Maximum | |||||||||||||||||
Useful Lives | 15 years | ||||||||||||||||
Avia trademark | |||||||||||||||||
Amortization expense | $ 13,900 | ||||||||||||||||
Useful Lives | 6 years | ||||||||||||||||
Avia trademark | Scenario, Plan [Member] | |||||||||||||||||
Revenue | $ 100,000 | ||||||||||||||||
Avia trademark | CHINA | Scenario, Plan [Member] | |||||||||||||||||
Contract receivable | $ 2,300 | $ 2,300 | $ 2,300 | $ 2,300 | |||||||||||||
Ellen Tracy Trademark [Member] | |||||||||||||||||
Amortization expense | 1,800 | ||||||||||||||||
Gain (Loss) on Disposition of Assets | $ 1,200 | ||||||||||||||||
Useful Lives | 15 years | ||||||||||||||||
Trademarks [Member] | |||||||||||||||||
Impairment charges | 33,100 | ||||||||||||||||
Non-cash impairment charges | $ 85,600 | $ 161,200 | $ 85,590 | 33,109 | |||||||||||||
Jessica Simpson Trademark [Member] | |||||||||||||||||
Impairment charges | 28,500 | ||||||||||||||||
Non-cash impairment charges | 33,200 | 33,200 | 28,500 | ||||||||||||||
Gaiam Trademark [Member] | |||||||||||||||||
Non-cash impairment charges | 29,800 | 29,800 | |||||||||||||||
Joe’s Trademark [Member] | |||||||||||||||||
Impairment charges | 4,600 | ||||||||||||||||
Non-cash impairment charges | 12,000 | 12,000 | $ 4,600 | ||||||||||||||
Indefinite lived intangible asset fair value exceeding carrying value percentage | 2.00% | ||||||||||||||||
Ellen Tracy Trademark [Member] | |||||||||||||||||
Non-cash impairment charges | $ 10,600 | 10,600 | |||||||||||||||
Avia trademark | |||||||||||||||||
Intangible assets, net | $ 11,300 | ||||||||||||||||
Avia trademark | CHINA | |||||||||||||||||
Proceeds from sale of trademarks | 3,300 | ||||||||||||||||
Contract receivable | 1,650 | $ 1,650 | $ 12,300 | $ 3,300 | $ 12,300 | ||||||||||||
Potential contract receivable amount | $ 8,800 | ||||||||||||||||
Avia trademark | CHINA | Scenario, Plan [Member] | |||||||||||||||||
Contract receivable | $ 4,000 | $ 5,000 | |||||||||||||||
Nevados Trademark [Member] | |||||||||||||||||
Gain (Loss) on Disposition of Assets | $ 900 | ||||||||||||||||
Subsequent Event | Avia trademark | CHINA | |||||||||||||||||
Contract receivable | $ 9,000 |
INTANGIBLE ASSETS (Summary of I
INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 132,805 | $ 14,786 | |
Accumulated Amortization | (23,793) | (6,777) | |
Finite-lived intangible assets, net | 109,012 | 8,009 | |
Net Carrying Amount, Intangible Assets | $ 485,458 | 599,967 | |
Minimum | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 2 years | ||
Maximum | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 15 years | ||
Trademarks [Member] | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Indefinite lived intangible assets | $ 376,446 | 591,958 | $ 624,985 |
Trademarks [Member] | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 130,630 | 12,491 | |
Accumulated Amortization | (21,639) | (4,515) | |
Finite-lived intangible assets, net | $ 108,991 | $ 7,976 | |
Trademarks [Member] | Minimum | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 5 years | 5 years | |
Trademarks [Member] | Maximum | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 15 years | 15 years | |
Customer Contracts [Member] | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 4 years | 4 years | |
Gross Carrying Amount | $ 2,080 | $ 2,200 | |
Accumulated Amortization | $ (2,080) | (2,198) | |
Finite-lived intangible assets, net | $ 2 | ||
Patents [Member] | |||
Schedule Of Finite Lived Intangible Assets [Line Items] | |||
Useful Lives | 10 years | 10 years | |
Gross Carrying Amount | $ 95 | $ 95 | |
Accumulated Amortization | (74) | (64) | |
Finite-lived intangible assets, net | $ 21 | $ 31 |
INTANGIBLE ASSETS (Future Annua
INTANGIBLE ASSETS (Future Annual Estimated Amortization Expense) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Intangible Assets [Abstract] | ||
2021 | $ 17,964 | |
2022 | 17,964 | |
2023 | 17,611 | |
2024 | 16,546 | |
2025 | 16,513 | |
Thereafter | 22,414 | |
Intangible assets amortization, total | $ 109,012 | $ 8,009 |
LONG-TERM DEBT (Narrative) (Det
LONG-TERM DEBT (Narrative) (Details) - USD ($) | Mar. 30, 2020 | Aug. 12, 2019 | Jun. 10, 2019 | Dec. 10, 2018 | Aug. 07, 2018 | Jul. 02, 2016 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Proceeds from issuance of long-term debt | $ 26,782,000 | $ 9,000,000 | ||||||||||||
Long-term debt | 452,250,000 | 446,000,000 | ||||||||||||
Interest expense | 42,600,000 | 48,200,000 | ||||||||||||
Amortization of financing costs | 6,700,000 | 5,600,000 | ||||||||||||
Derivative loss | 3,800,000 | 600,000 | ||||||||||||
Other comprehensive income (loss) reclassification due to de-designation | 400,000 | |||||||||||||
Other Noncash Income | 1,000,000 | |||||||||||||
Interest Rate Cap [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Derivative, notional amount | $ 300,000,000 | |||||||||||||
December 31, 2021 Interest Rate Swap [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Derivative, notional amount | $ 300,000,000 | |||||||||||||
Derivative, maturity date | Dec. 31, 2021 | |||||||||||||
December 31, 2021 Interest Rate Swap Two [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Derivative, notional amount | $ 150,000,000 | |||||||||||||
Derivative, maturity date | Dec. 31, 2021 | Dec. 31, 2021 | ||||||||||||
January 4, 2022 Interest Rate Swap [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Derivative, notional amount | $ 150,000,000 | |||||||||||||
Derivative, maturity date | Jan. 4, 2022 | Jan. 4, 2022 | ||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Line of credit facility, current borrowing capacity | 80,000,000 | |||||||||||||
Repayments of debt | $ 109,600,000 | |||||||||||||
Tranche A -1 Term Loans [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Repayments of debt | $ 44,400,000 | |||||||||||||
BoA Credit Agreement [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument period of credit agreement | 5 years | |||||||||||||
Proceeds from issuance of long-term debt | $ 335,000,000 | |||||||||||||
Debt instrument covenant payment percentage of intellectual property disposed liquidation value | 50.00% | |||||||||||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 100.00% | |||||||||||||
Debt instrument covenant related to debt fees maximum benchmark amount | 5 | |||||||||||||
Revolving Loans [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Long-term debt | $ 115,000,000 | |||||||||||||
Amended Wilmington Credit Agreement [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Quarterly amortization payments | $ 1,000,000 | |||||||||||||
Netting of cash for calculating leverage ratio covenant | 5,000,000 | |||||||||||||
Deferred financing costs | $ 3,100,000 | $ 3,300,000 | ||||||||||||
Amended Wilmington Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Netting of cash for calculating leverage ratio covenant | $ 5,000,000 | |||||||||||||
Amended Wilmington Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Netting of cash for calculating leverage ratio covenant | 10,000,000 | |||||||||||||
Amended Wilmington Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Line of credit facility, maximum borrowing capacity | $ 30,000,000 | |||||||||||||
Amended Wilmington Credit Agreement [Member] | Senior secured term loan facility | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Quarterly amortization payments | $ 1,000,000 | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument period of credit agreement | 5 years 6 months | |||||||||||||
Debt instrument, face amount | $ 314,000,000 | |||||||||||||
Quarterly amortization payments | $ 1,000,000 | |||||||||||||
Debt instrument covenant payment percentage of intellectual property disposed liquidation value | 50.00% | |||||||||||||
Debt instrument covenant payment percentage of net proceeds related to other assets constituting collateral | 100.00% | |||||||||||||
Consolidated first lien leverage ratio | 3.875% | |||||||||||||
Final consolidated first lien leverage ratio | 2.875% | |||||||||||||
Debt instrument consolidated total leverage ratio | 6.00% | 7.25% | ||||||||||||
Final consolidated total leverage ratio | 6.25% | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | 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% | |||||||||||||
Debt instrument consolidated total leverage ratio | 4.00% | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | 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% | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | Scenario Plan 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% | |||||||||||||
Debt instrument consolidated total leverage ratio | 3.00% | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 8.75% | |||||||||||||
Wilmington Credit Agreement [Member] | Senior secured term loan facility | Base Rate [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 7.75% | |||||||||||||
Third Amended BoA Credit Agreement [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Long-term debt | $ 335,000,000 | |||||||||||||
Deferred financing costs | 1,300,000 | |||||||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan One [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Quarterly amortization payments | $ 2,500,000 | 2,500,000 | ||||||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan Two [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Quarterly amortization payments | $ 3,250,000 | 3,250,000 | ||||||||||||
Third Amended BoA Credit Agreement [Member] | Scenario Plan Three [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Quarterly amortization payments | $ 4,000,000 | 4,000,000 | ||||||||||||
Third Amended BoA Credit Agreement [Member] | Revolving Credit Facility [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Netting of cash for calculating leverage ratio covenant | 5,000,000 | |||||||||||||
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% | |||||||||||||
Remaining borrowing capacity | $ 0 | |||||||||||||
Consolidated first lien leverage ratio | 3.875% | |||||||||||||
Final consolidated first lien leverage ratio | 2.875% | |||||||||||||
Debt instrument, covenant compliance | At December 31, 2020, the Company is in compliance with the covenants included in the Amended BoA Credit Agreement. | |||||||||||||
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 | |||||||||||||
Debt instrument orderly liquidation value of registered trademarks percentage benchmark | 15.00% | |||||||||||||
Consolidated first lien leverage ratio | 3.00% | |||||||||||||
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] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Maximum loan to value ratio | 50.00% | |||||||||||||
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% | |||||||||||||
Revolving Credit Facility and Tranche A Loans [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Amortization of financing costs | 800,000 | |||||||||||||
Consolidated first lien leverage ratio | 2.80% | |||||||||||||
Other Noncash Income | $ 800,000 | |||||||||||||
Maximum | Wilmington Credit Agreement [Member] | Senior secured term loan facility | Scenario Plan Two [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument consolidated total leverage ratio | 4.00% | |||||||||||||
Maximum | Third Amended BoA Credit Agreement [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Maximum loan to value ratio | 42.50% | |||||||||||||
Maximum | Third Amended BoA Tranche A-1 Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 6.00% | |||||||||||||
Maximum | Third Amended BoA Tranche A-1 Loans [Member] | Base Rate [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 5.00% | |||||||||||||
Maximum | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 3.00% | |||||||||||||
Maximum | Amended BoA Revolving Loans and Amended Tranche A Loans [Member] | Base Rate [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument, basis spread on variable rate | 2.00% | |||||||||||||
Minimum | Wilmington Credit Agreement [Member] | Senior secured term loan facility | Scenario Plan Two [Member] | ||||||||||||||
Disclosure Long Term Debt Additional Information [Line Items] | ||||||||||||||
Debt instrument consolidated total leverage ratio | 3.00% |
LONG-TERM DEBT (Schedule of Lon
LONG-TERM DEBT (Schedule of Long Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 07, 2018 |
Secured Term Loans | $ 441,081 | $ 453,831 | |
Revolving Credit Facility | 470,821 | ||
Unamortized deferred financing costs | (18,571) | (22,189) | |
Total long-term debt, net of unamortized deferred financing costs | 452,250 | 446,000 | |
Less: current portion of long-term debt | 452,250 | 12,750 | |
Long term debt, noncurrent | 0 | 433,250 | |
Revolving Credit Facility [Member] | |||
Revolving Credit Facility | $ 29,740 | $ 14,358 | |
Revolving Loans [Member] | |||
Total long-term debt, net of unamortized deferred financing costs | $ 115,000 |
LONG-TERM DEBT (Long Term Debt
LONG-TERM DEBT (Long Term Debt Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2021 | $ 17,750 | |
2022 | 20,000 | |
2023 | 141,371 | |
2024 | 291,700 | |
Total long-term debt, gross | 470,821 | |
Revolving Credit Facility [Member] | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2023 | 29,740 | |
Total long-term debt, gross | 29,740 | $ 14,358 |
Term Loans Member | ||
Long-term Debt, Fiscal Year Maturity [Abstract] | ||
2021 | 17,750 | |
2022 | 20,000 | |
2023 | 111,631 | |
2024 | 291,700 | |
Total long-term debt, gross | $ 441,081 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Schedule of Accounts Payable and Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Expenses [Abstract] | ||
Accounts payable | $ 2,330 | $ 2,942 |
Accrued Expenses | ||
Interest | 927 | 1,025 |
Compensation | 1,509 | 2,395 |
Marketing and Commissions | 1,269 | 1,402 |
Interest rate swap liability - current | 6,180 | 3,124 |
Litigation contingencies and claims | 4,338 | 1,954 |
Licensee settlement payable - current | 1,000 | 940 |
PPP loan | 774 | |
Professional services fees | 317 | 227 |
Other accrued expenses | 182 | 1,712 |
Total accounts payable and accrued expenses | $ 18,826 | $ 15,721 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Discount rate for the leases | 6.76% | 6.76% | |
Impairment of ROU assets | $ 0 | ||
Rent expense for operating leases | 6,200 | $ 6,300 | |
Sublease income | $ 2,400 | 1,000 | |
Lease, Practical Expedients, Package | true | ||
Loss on lease termination | $ 2,900 | $ 2,915 | $ 0 |
LEASES (Summary of operating le
LEASES (Summary of operating lease assets and liabilities recorded on the balance sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating lease assets and liabilities recorded on the balance sheet | ||
Right-of-use assets - operating leases | $ 3,257 | $ 50,320 |
Current portion of lease liabilities - operating leases | 936 | 3,035 |
Lease liabilities - operating leases, net of current portion | 2,776 | $ 54,168 |
Total operating lease liabilities | $ 3,712 | |
Weighted average remaining lease term (in years) | 3 years 7 months 6 days |
LEASES (Summary of maturities o
LEASES (Summary of maturities of the Company’s lease liabilities) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Maturities of the Company’s lease liabilities | |
2021 | $ 1,159 |
2022 | 1,184 |
2023 | 1,109 |
2024 | 744 |
Total minimum lease payments | 4,196 |
Less: imputed interest | 484 |
Lease liabilities | $ 3,712 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2017 | |
Commitments and Contingencies [Abstract] | |||
Goodwill, impairment loss | $ 304.1 | ||
Contingency related to settlement claim | $ 4.3 | $ 2 | |
Potential contingency income related to assignment rights | $ 100 |
PREFERRED STOCK (Narrative) (De
PREFERRED STOCK (Narrative) (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock Series A, shares issued | 0 | 0 |
Preferred stock Series A, shares outstanding | 0 | 0 |
Series A Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
STOCK INCENTIVE PLAN, OPTIONS_3
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS (Narrative) (Details) - USD ($) | Jun. 05, 2020 | Mar. 27, 2019 | Mar. 26, 2016 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 04, 2015 | Jan. 05, 2006 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 0 | |||||||||
2005 Stock Incentive Compensation Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 9,167 | |||||||||
2013 Stock Incentive Compensation Plan | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares authorized | 150,000 | 62,500 | ||||||||
Shares authorized, additional number | 62,500 | 87,500 | ||||||||
Unvested restricted stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock awards, granted in period | 5,000 | 11,614 | ||||||||
Vested units | 16,614 | 5,882 | ||||||||
Unvested restricted stock | Members of BOD | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 1 year | |||||||||
Allocated share-based compensation expense | $ 300,000 | |||||||||
Fair value of restricted stock grant | 400,000 | |||||||||
Time-based Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total compensation expense | $ 200,000 | 400,000 | ||||||||
Time-based Restricted Stock [Member] | Employees and Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 5 years | |||||||||
Restricted stock awards, granted in period | 45,881 | 17,221 | ||||||||
Fair value of restricted stock grant | $ 3,200,000 | |||||||||
Time-based Restricted Stock [Member] | Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Fair value of restricted stock grant | $ 2,200,000 | |||||||||
Time-based Restricted Stock [Member] | Awarded During 2017 [Member] | Employees and Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | 100,000 | 200,000 | ||||||||
Time-based Restricted Stock [Member] | Awarded During 2018 [Member] | Employees and Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | $ 500,000 | |||||||||
Time-based Restricted Stock [Member] | Maximum | Awarded During 2018 [Member] | Employees and Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | 100,000 | |||||||||
Time-based Restricted Stock [Member] | Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock awards, granted in period | 833 | |||||||||
Time-based Restricted Stock [Member] | Members of BOD | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock awards, granted in period | 1,458 | |||||||||
Warrants | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | 0 | $ 0 | ||||||||
Unrecognized compensation expense, other than options | $ 0 | |||||||||
Nonvested options | 0 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock awards, granted in period | 10,000 | |||||||||
Vested units | 16,219 | 24,941 | ||||||||
Restricted Stock Units (RSUs) [Member] | Share-based Payment Arrangement, Employee [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total compensation expense | $ 300,000 | $ 1,200,000 | ||||||||
Stock option expense, Recognition period | 9 months 18 days | |||||||||
Unrecognized compensation expense, period for recognition | 9 months 18 days | |||||||||
Restricted Stock Units (RSUs) [Member] | Minimum | Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 6 months | |||||||||
Restricted Stock Units (RSUs) [Member] | Maximum | Share-based Payment Arrangement, Employee [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Unrecognized compensation expense, other than options | $ 100,000 | |||||||||
Restricted Stock Units (RSUs) [Member] | Maximum | Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Restricted Stock Units (RSUs) [Member] | Former Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | $ 100,000 | |||||||||
Accelerated shares, vesting | 10,000 | |||||||||
Accelerated shares, compensation expense | $ 100,000 | |||||||||
Fair value of restricted stock grant | $ 100,000 | |||||||||
Performance based restricted stock | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Restricted stock awards, granted in period | 22,500 | |||||||||
Vested units | 7,242 | |||||||||
Performance based restricted stock | Awarded During 2016, 2017 and 2018 [Member] | Employees and Consultant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total compensation expense | $ 200,000 | |||||||||
Vested units | 5,785 | |||||||||
Performance based restricted stock | Former Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Allocated share-based compensation expense | $ 0 | |||||||||
Fair value of restricted stock grant | 300,000 | |||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated share-based compensation expense | $ 0 | 0 | ||||||||
Employee Stock Option [Member] | Time-based Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Award vesting period | 3 years | |||||||||
Allocated share-based compensation expense | $ 300,000 | |||||||||
Restricted stock awards, granted in period | 6,500 | |||||||||
Fair value of restricted stock grant | $ 1,800,000 |
STOCK INCENTIVE PLAN, OPTIONS_4
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS (Summary of Stock Option Activity and Changes in Unvested Stock Options) (Detail) - Employee Stock Option [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Outstanding beginning, Number of Options | 737 | 1,237 | |
Forfeited or canceled, Number of Options | (250) | (500) | |
Outstanding ending, Number of Options | 487 | 737 | 1,237 |
Exercisable, Number of Options | 487 | ||
Outstanding beginning, Weighted Average Exercise Price | $ 334 | $ 408.80 | |
Forfeited or canceled, Weighted Average Exercise Price | (517.20) | (519.20) | |
Outstanding ending, Weighted Average Exercise Price | 240 | $ 334 | $ 408.80 |
Exercisable, Weighted Average Exercise Price | $ 240 | ||
Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 24 days | 2 years 4 months 24 days | 2 years 3 months 18 days |
Exercisable, Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 24 days |
STOCK INCENTIVE PLAN, OPTIONS_5
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS (Summary of Warrant Activity) (Detail) - Warrants - $ / shares | Dec. 31, 2020 | Jan. 01, 2020 | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding beginning, Number of Options | 5,000 | 5,000 | 5,000 | 5,000 | |
Outstanding ending, Number of Options | 5,000 | 5,000 | 5,000 | ||
Exercisable, Number of Options | 5,000 | 5,000 | |||
Outstanding beginning, Weighted Average Exercise Price | $ 532.80 | $ 532.80 | $ 532.80 | $ 532.80 | |
Outstanding ending, Weighted Average Exercise Price | $ 532.80 | 532.80 | $ 532.80 | ||
Exercisable, Weighted Average Exercise Price | $ 532.80 | $ 532.80 | |||
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days | 5 years 4 months 24 days | 6 years 4 months 24 days | ||
Exercisable, Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 24 days | ||||
Nonvested | |||||
Outstanding ending, Number of Options | 0 | 0 |
STOCK INCENTIVE PLAN, OPTIONS_6
STOCK INCENTIVE PLAN, OPTIONS AND WARRANTS (Summary of Restricted Stock Activity and Performance Stock Units) (Detail) - $ / shares | Dec. 31, 2020 | Jan. 01, 2020 | Jan. 01, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Unvested restricted stock | |||||
Summary Of Restricted Stock Activity [Line Items] | |||||
Outstanding beginning, Other than options | 13,057 | 7,325 | 13,057 | 7,325 | |
Restricted stock awards, granted in period | 5,000 | 11,614 | |||
Vested, Other than options | (16,614) | (5,882) | |||
Forfeited or Canceled, Other than options | (1,443) | ||||
Outstanding ending, Other than options | 13,057 | ||||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 34 | $ 148.80 | $ 34 | $ 148.80 | |
Granted, Weighted Average Exercise Price, Other than options | 14.80 | 34.40 | |||
Vested, Weighted Average Grant Date Fair Value | (28.53) | (68) | |||
Forfeited or Canceled, Weighted Average Exercise Price, Other than options | $ (32) | ||||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 34 | ||||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 6 months | 10 months 24 days | |||
Performance based restricted stock | |||||
Summary Of Restricted Stock Activity [Line Items] | |||||
Outstanding beginning, Other than options | 3,249 | 55,496 | 3,249 | 55,496 | |
Restricted stock awards, granted in period | 22,500 | ||||
Vested, Other than options | (7,242) | ||||
Forfeited or Canceled, Other than options | (25,749) | (45,005) | |||
Outstanding ending, Other than options | 3,249 | ||||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 180.40 | $ 178.80 | $ 180.40 | $ 178.80 | |
Granted, Weighted Average Exercise Price, Other than options | 14.80 | ||||
Vested, Weighted Average Grant Date Fair Value | (187.20) | ||||
Forfeited or Canceled, Weighted Average Exercise Price, Other than options | $ (35.70) | (177.20) | |||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 180.40 | ||||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 9 months 18 days | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Summary Of Restricted Stock Activity [Line Items] | |||||
Outstanding beginning, Other than options | 10,708 | 40,399 | 10,708 | 40,399 | |
Restricted stock awards, granted in period | 10,000 | ||||
Vested, Other than options | (16,219) | (24,941) | |||
Forfeited or Canceled, Other than options | (2,822) | (4,750) | |||
Outstanding ending, Other than options | 1,667 | 1,667 | 10,708 | ||
Outstanding beginning, Weighted Average Exercise Price, Other than options | $ 56.80 | $ 89.60 | $ 56.80 | $ 89.60 | |
Granted, Weighted Average Exercise Price, Other than options | 14.80 | ||||
Vested, Weighted Average Grant Date Fair Value | (41.97) | (97.60) | |||
Forfeited or Canceled, Weighted Average Exercise Price, Other than options | (77.77) | (40) | |||
Outstanding ending , Weighted Average Exercise Price, Other than options | $ 52 | $ 52 | $ 56.80 | ||
Nonvested, Weighted Average Remaining Vesting Period, Other Than Options, Nonvested | 9 months 18 days | 1 year 3 months 18 days | 2 years 2 months 12 days |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowance | $ 31,968,000 | $ 15,252,000 |
Deferred tax liability, net | 11,108,000 | 14,351,000 |
Unrecognized tax benefits, income tax penalties and interest expense | 0 | 0 |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 181,000,000 | |
Operating loss carryforwards with no expiration | 51,700,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 158,000,000 | |
Maximum | ||
Operating Loss Carryforwards [Line Items] | ||
Alternative minimum tax accrued | $ 0 | $ 100,000 |
INCOME TAXES (Schedule of Compo
INCOME TAXES (Schedule of Components of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes [Abstract] | ||
Federal, Deferred provision | $ 809 | $ (7,751) |
Federal, Total | 809 | (7,751) |
Foreign, Current provision | 47 | 57 |
Foreign, Total | 47 | 57 |
State, Current provision | (179) | |
State, Deferred provision | (3,744) | (1,001) |
State, Total | (3,923) | (1,001) |
Provision for (benefit from) income taxes | $ (3,067) | $ (8,695) |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percentage | ||
Federal statutory rate | 21.00% | 21.00% |
State taxes net of federal tax benefit | 3.10% | 1.60% |
Noncontrolling interest | (1.70%) | (2.60%) |
Valuation allowance | (18.70%) | |
Nondeductible compensation | (0.10%) | (1.60%) |
Foreign taxes | (0.50%) | (0.10%) |
Other | (0.60%) | |
Effective income tax rate, percent | 3.10% | 17.70% |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred income tax assets | ||
Net operating loss carryforwards | $ 51,741 | $ 32,565 |
Capital loss carryforwards | 3,770 | 2,997 |
Intangible assets - finite life | 3,137 | |
Stock-based compensation | 159 | 286 |
Property, plant & equipment | 255 | |
Credits | 638 | 1,148 |
Deferred revenue | 1,090 | 1,939 |
Deferred interest expense | 443 | 9,984 |
Operating lease liability | 830 | 13,215 |
Other | 2,942 | 4,791 |
Deferred income tax assets | 61,868 | 70,062 |
Deferred income tax liability - long-term | ||
Intangible assets - indefinite-lived | (23,656) | (57,343) |
Intangible assets - finite life | (14,746) | |
Right-of-use asset - operating leases | (722) | (11,625) |
Installment Sale | (1,884) | |
Property and equipment | (193) | |
Deferred income tax liability - long-term | (41,008) | (69,161) |
Less: Valuation allowance | (31,968) | (15,252) |
Net deferred income tax liability - long-term | $ (11,108) | $ (14,351) |
RELATED PARTY TRANSACTIONS (Nar
RELATED PARTY TRANSACTIONS (Narrative) (Detail) - USD ($) | Jun. 15, 2020 | Jun. 10, 2019 | Jun. 22, 2015 | Jan. 01, 2013 | Nov. 17, 2014 | Dec. 31, 2020 | Dec. 31, 2018 | Jun. 10, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party [Line Items] | ||||||||||
Revenue from Contract with Customer, Including Assessed Tax | $ 89,811,000 | $ 101,576,000 | ||||||||
Accounts receivable, net | $ 43,039,000 | 43,039,000 | 39,452,000 | |||||||
Minority Interest | 46,133,000 | $ 70,726,000 | 46,133,000 | 59,324,000 | ||||||
Distributions | 5,228,000 | 5,366,000 | ||||||||
Other Noncash Income | 1,000,000 | |||||||||
Accounts payable and accrued expenses | 18,826,000 | 18,826,000 | 15,721,000 | |||||||
Other long-term liabilities | 297,000 | 297,000 | 3,389,000 | |||||||
Demand registration right threshold amount two offerings | $ 15,000,000 | |||||||||
Security registration form aggregate amount threshold per agreement | $ 5,000,000 | |||||||||
(Income) loss from equity method investment | $ (295,000) | $ 78,000 | ||||||||
Unvested restricted stock | ||||||||||
Related Party [Line Items] | ||||||||||
Restricted stock awards, granted in period | 5,000 | 11,614 | ||||||||
Performance based restricted stock | ||||||||||
Related Party [Line Items] | ||||||||||
Restricted stock awards, granted in period | 22,500 | |||||||||
Tengram Capital Partners Gen2 Fund LP [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Percentage of beneficially owned outstanding common stock | 5.00% | |||||||||
Accounts payable annually, related parties | 900,000 | $ 900,000 | ||||||||
TCI | ||||||||||
Related Party [Line Items] | ||||||||||
Due to related parties, current | $ 100,000 | |||||||||
Due from related parties, noncurrent | 0 | |||||||||
Related party receivable reserved amount | 2,900,000 | |||||||||
Operating expenses (income) | 1,500,000 | |||||||||
FUL [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Business combination, recognized identifiable assets acquired and liabilities assumed, intangible assets, other than goodwill | $ 8,900,000 | |||||||||
Payments to acquire interest in joint venture | $ 4,500,000 | |||||||||
(Income) loss from equity method investment | (500,000) | 500,000 | ||||||||
Write off receivables | 900,000 | |||||||||
Equity method investment, noncontrolling interest | 50.50% | |||||||||
Galaxy Active (new entity originated from E.S. Original, Inc.) | ||||||||||
Related Party [Line Items] | ||||||||||
Accounts receivable, net | 1,000,000 | 1,000,000 | 2,800,000 | |||||||
Due from related parties, noncurrent | 200,000 | |||||||||
Galaxy Active (new entity originated from E.S. Original, Inc.) | Royalties And Commissions And Advertising Revenue [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 5,400,000 | 4,900,000 | ||||||||
TCP Employee [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Consulting agreement term | 1 year | |||||||||
Payment For Consulting Services | $ 300,000 | |||||||||
Centric Brands, Inc. [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Accounts receivable, net | 3,700,000 | 3,700,000 | ||||||||
Current receivable | 1,000,000 | |||||||||
Transfer fee received for license rights | $ 4,000,000 | |||||||||
Accounts payable and accrued expenses | 900,000 | 900,000 | 900,000 | |||||||
Centric Brands, Inc. [Member] | Royalty [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Revenue from Contract with Customer, Including Assessed Tax | 6,600,000 | |||||||||
Revenue | 6,400,000 | |||||||||
Daytona License Agreement | ||||||||||
Related Party [Line Items] | ||||||||||
Accounts receivable, net | 100,000 | $ 100,000 | ||||||||
Daytona License Agreement | Maximum | ||||||||||
Related Party [Line Items] | ||||||||||
Revenue | 100,000 | |||||||||
IP License Agreement and Intangible Asset Agreement [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Accretion expense | $ 100,000 | |||||||||
License agreement payments during period | 800,000 | |||||||||
Other expenses | $ 1,000,000 | |||||||||
IP License Agreement [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
License agreement payments during period | $ 600,000 | |||||||||
Registration Rights Agreement [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Terms of agreement, description | up to two offerings of greater than $15 million each, certain "S-3" registration rights for up to three offerings of greater than $5 million each | |||||||||
TCP Agreement [Member] | ||||||||||
Related Party [Line Items] | ||||||||||
Cash Paid For Services | $ 200,000 | 900,000 | ||||||||
Amount due for services | 200,000 | |||||||||
Payment of transaction fee to related party | 1,800,000 | |||||||||
TCP Agreement [Member] | Maximum | ||||||||||
Related Party [Line Items] | ||||||||||
Amount due for services | $ 100,000 | $ 100,000 | ||||||||
Reimbursement amounts related party | 100,000 | |||||||||
License-back Agreement [Member] | Galaxy Active (new entity originated from E.S. Original, Inc.) | ||||||||||
Related Party [Line Items] | ||||||||||
License agreement payments during period | $ 1,300,000 |
PROFIT SHARING PLAN (Narrative)
PROFIT SHARING PLAN (Narrative) (Details) - 401 (k) Profit Sharing Plan (Member) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution amount | $ 0.3 | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Employer matching contribution amount | $ 0.1 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Apr. 30, 2021 | Feb. 09, 2021 | |
Revenue | $ 89,811 | $ 101,576 | |||||||
Impairment charges | 85,590 | 33,109 | |||||||
Trademarks [Member] | |||||||||
Impairment charges | $ 85,600 | $ 161,200 | 85,590 | $ 33,109 | |||||
Avia trademark | Scenario, Plan [Member] | |||||||||
Revenue | $ 100,000 | ||||||||
CHINA | Avia trademark | Scenario, Plan [Member] | |||||||||
Contract receivable | $ 2,300 | $ 2,300 | $ 2,300 | $ 2,300 | |||||
CHINA | Avia trademark | Subsequent Event | |||||||||
Contract receivable | $ 9,000 |
RESTATEMENT OF PREVIOUSLY ISS_3
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Long-term debt, net of current portion | $ 0 | $ 433,250 |
Current portion of long-term debt | 452,250 | $ 12,750 |
Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Long-term debt, net of current portion | (434,500) | |
Current portion of long-term debt | $ 434,500 |
RESTATEMENT OF PREVIOUSLY ISS_4
RESTATEMENT OF PREVIOUSLY ISSUED CONSOLIDATED FINANCIAL STATEMENTS (Schedule of Error Correction) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current portion of long-term debt | $ 452,250 | $ 12,750 |
Total current liabilities | 476,666 | 40,442 |
Long-term debt, net of current portion | 0 | 433,250 |
Total liabilities | 493,330 | $ 550,204 |
Previously Reported [Member] | ||
Current portion of long-term debt | 17,750 | |
Total current liabilities | 42,166 | |
Long-term debt, net of current portion | 434,500 | |
Total liabilities | 493,330 | |
Revision of Prior Period, Error Correction, Adjustment [Member] | ||
Current portion of long-term debt | 434,500 | |
Total current liabilities | 434,500 | |
Long-term debt, net of current portion | $ (434,500) |