Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'XCel Brands, Inc. | ' |
Entity Central Index Key | '0001083220 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'XELB | ' |
Entity Common Stock, Shares Outstanding | ' | 10,167,427 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Assets | ' | ' |
Cash and cash equivalents | $7,867,000 | $3,929,000 |
Accounts receivable, net | 4,688,000 | 3,428,000 |
Inventory | 90,000 | 0 |
Prepaid expenses | 400,000 | 329,000 |
Total current assets | 13,045,000 | 7,686,000 |
Property and Equipment: | ' | ' |
Leasehold improvements, furniture and equipment | 1,784,000 | 1,516,000 |
Less: accumulated depreciation | 669,000 | 403,000 |
Total property and equipment | 1,115,000 | 1,113,000 |
Other Assets: | ' | ' |
Trademarks and other intangibles, net | 45,440,000 | 45,835,000 |
Goodwill | 12,371,000 | 12,371,000 |
Deferred finance costs, net | 209,000 | 450,000 |
Other assets | 264,000 | 349,000 |
Total other assets | 58,284,000 | 59,005,000 |
Total Assets | 72,444,000 | 67,804,000 |
Liabilities and Stockholders' Equity | ' | ' |
Accounts payable and accrued expenses | 1,110,000 | 1,421,000 |
Deferred revenue, net of long-term portion | 119,000 | 221,000 |
Other current liabilities | 88,000 | 144,000 |
Current portion of long-term debt | 6,244,000 | 1,350,000 |
Total current liabilities | 7,561,000 | 3,136,000 |
Long-Term Liabilities: | ' | ' |
Long-term liabilities, less current portion | 19,426,000 | 29,046,000 |
Deferred tax liability | 8,656,000 | 10,177,000 |
Deferred revenue, net of short-term portion | 550,000 | 480,000 |
Total long-term liabilities | 28,632,000 | 39,703,000 |
Total Liabilities | 36,193,000 | 42,839,000 |
Commitments and contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 25,000,000 shares authorized, 10,167,427 and 7,339,979 issued and outstanding at September 30, 2013 and December 31, 2012, respectively. | 10,000 | 7,000 |
Paid-in capital | 31,313,000 | 21,966,000 |
Retained earnings | 4,928,000 | 2,992,000 |
Total stockholders' equity | 36,251,000 | 24,965,000 |
Total Liabilities and Stockholders' Equity | $72,444,000 | $67,804,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 10,167,427 | 7,339,979 |
Common stock, shares outstanding | 10,167,427 | 7,339,979 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues | ' | ' | ' | ' |
Net licensing revenue | $3,075,000 | $2,765,000 | $8,863,000 | $7,815,000 |
Design and service fee income | 714,000 | 960,000 | 1,288,000 | 1,614,000 |
Net retail sales | 130,000 | 0 | 162,000 | 0 |
Total revenues | 3,919,000 | 3,725,000 | 10,313,000 | 9,429,000 |
Cost of goods sold | 61,000 | 0 | 74,000 | 0 |
Gross profit | 3,858,000 | 3,725,000 | 10,239,000 | 9,429,000 |
Operating expenses | ' | ' | ' | ' |
Salaries, benefits and employment taxes | 1,646,000 | 1,281,000 | 4,713,000 | 3,813,000 |
Other design and marketing costs | 39,000 | 167,000 | 325,000 | 447,000 |
Other selling, general and administrative expenses | 748,000 | 444,000 | 1,902,000 | 1,598,000 |
Stock-based compensation | 2,295,000 | 2,043,000 | 4,652,000 | 3,479,000 |
Depreciation and amortization | 222,000 | 216,000 | 663,000 | 640,000 |
Total operating expenses | 4,950,000 | 4,151,000 | 12,255,000 | 9,977,000 |
Other expenses (income) | ' | ' | ' | ' |
Loss on extinguishment of debt | 1,351,000 | 0 | 1,351,000 | 0 |
Gain on reduction of contingent obligations | -5,100,000 | 0 | -5,100,000 | 0 |
Total other income | -3,749,000 | 0 | -3,749,000 | 0 |
Operating income (loss) | 2,657,000 | -426,000 | 1,733,000 | -548,000 |
Interest and finance expense | ' | ' | ' | ' |
Interest expense - term loan | 189,000 | 286,000 | 738,000 | 858,000 |
Other interest and finance charges | 196,000 | 262,000 | 685,000 | 778,000 |
Total interest and finance expense | 385,000 | 548,000 | 1,423,000 | 1,636,000 |
Income (loss) before income taxes | 2,272,000 | -974,000 | 310,000 | -2,184,000 |
Income tax benefit | -847,000 | -502,000 | -1,626,000 | -520,000 |
Net income (loss) | $3,119,000 | ($472,000) | $1,936,000 | ($1,664,000) |
Net income (loss) per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.31 | ($0.06) | $0.22 | ($0.25) |
Diluted (in dollars per share) | $0.29 | $0 | $0.20 | $0 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 10,167,769 | 7,517,151 | 8,892,303 | 6,772,244 |
Diluted (in shares) | 10,753,850 | 7,517,151 | 9,478,787 | 6,772,244 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | $1,936,000 | ($1,664,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 663,000 | 640,000 |
Amortization of deferred finance costs | 77,000 | 93,000 |
Stock-based compensation | 4,652,000 | 3,479,000 |
Allowance for doubtful accounts | 45,000 | 0 |
Amortization of seller note discount | 438,000 | 401,000 |
Amortization of senior note discount | 139,000 | 176,000 |
Deferred income tax benefit | -1,515,000 | -548,000 |
Loss on extinguishment of debt | 1,351,000 | 0 |
Gain on reduction of contingent obligations | -5,100,000 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,305,000 | -1,151,000 |
Inventory | -90,000 | 0 |
Other assets | 23,000 | -156,000 |
Accounts payable and accrued expenses | -325,000 | 66,000 |
Deferred revenue | -3,000 | 131,000 |
Other liabilities | -53,000 | 50,000 |
Net cash provided by operating activities | 933,000 | 1,517,000 |
Cash flows from investing activities | ' | ' |
Purchase of property and equipment | -268,000 | -110,000 |
Increase in long-term security deposit | -8,000 | -175,000 |
Reduction of restricted cash for security deposit | 0 | 175,000 |
Net cash used in investing activities | -276,000 | -110,000 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of common stock and warrants | 5,000,000 | 0 |
Repayment of long-term debt | -13,500,000 | 0 |
Prepayment fee on extinguishment of debt | -189,000 | 0 |
Proceeds from term loan | 13,000,000 | 0 |
Principal payment of the seller note | -500,000 | 0 |
Payment of expenses related to equity and recapitalization | -310,000 | -3,000 |
(Acquisition) reduction deferred finance costs | -217,000 | 22,000 |
Repayment of lease obligation | -3,000 | -13,000 |
Net cash provided by financing activities | 3,281,000 | 6,000 |
Net increase in cash and cash equivalents | 3,938,000 | 1,413,000 |
Cash and cash equivalents, beginning of period | 3,929,000 | 2,718,000 |
Cash and cash equivalents, end of period | 7,867,000 | 4,131,000 |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Restricted stock grants to employees and directors | 5,403,000 | 4,635,000 |
Warrants issued to licensee | 0 | 23,000 |
Forfeiture of employee stock grants | -3,000 | -2,000 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for income taxes | 240,000 | 62,000 |
Cash paid during the period for interest | $928,000 | $916,000 |
NATURE_OF_OPERATIONS_BACKGROUN
NATURE OF OPERATIONS, BACKGROUND AND BASIS OF PRESENTATION | 9 Months Ended | |
Sep. 30, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' | |
1 | NATURE OF OPERATIONS, BACKGROUND AND BASIS OF PRESENTATION | |
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of Xcel Brands, Inc., (“Xcel”, the "Company", “we”, “us”, or “our”), all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. The Condensed Consolidated Balance Sheet as of December 31, 2012 has been derived from audited consolidated financial statements. Operating results for the three months (the “Current Quarter”) and nine months (the “Current Nine Months”) ended September 30, 2013 are not necessarily indicative of the results that may be expected for a full fiscal year. | ||
The Company engages in the design, licensing, marketing and retail sales of the Isaac Mizrahi Brand and certain rights of the Liz Claiborne New York Brand (“LCNY”) with a focus on a variety of product categories. The Company operates in two segments - (1) design and licensing and (2) retail. Our design and licensing business operates in a “working capital light” business model, licensing the Isaac Mizrahi Brand and LCNY through its wholly-owned subsidiary IM Brands, LLC (“IM Brands”) and generating royalty and design and service fee revenues through licensing and other agreements with wholesale manufacturers, sourcing and design companies, and retailers. The Company’s retail business operates through its wholly-owned subsidiary IMNY Retail Management, LLC and was launched in June of this year opening the Company’s first retail store located in Southampton, New York. The Company plans to open its second store by the spring of next year in Atlanta, Georgia. | ||
For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 (“2012”). | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||
Sep. 30, 2013 | |||
Accounting Policies [Abstract] | ' | ||
Significant Accounting Policies [Text Block] | ' | ||
2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Trademarks, Goodwill and Other Intangible Assets | |||
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”), ASC Topic 350 “Intangibles - Goodwill and Other”. Under this standard, goodwill and indefinite lived assets are not amortized. The Company’s definite lived intangible assets are amortized over their estimated useful lives. | |||
Under this standard, the Company annually has the option to first assess qualitatively whether it is more likely than not that there is an impairment. The Company completed its annual quantitative assessment of trademarks, goodwill and other intangibles at December 31, 2012. In conjunction with the reduction in the contingent obligations discussed below, the Company updated its quantitative assessment of trademarks, goodwill and other intangibles at September 30, 2013 and determined that no impairment charges were required. | |||
Contingent Obligations | |||
Management analyzes and quantifies the expected earn-out payments over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair market value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined fair market value of the carrying value has changed. Contingent obligations have been reduced by $5.1 million during the Current Quarter and Current Nine Months, recorded as a gain on the reduction of contingent obligations and included in operating income in the Company’s unaudited condensed consolidated statements of operations (see Note 5, Debt). | |||
Use of Estimates | |||
The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. | |||
Fair Value | |||
ASC Subtopic 820-10 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. ASC Subtopic 820-10 outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements, and details the disclosures that are required for items measured at fair value. We have contingent obligations that are required to be measured at fair value on a recurring basis. Our contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which states: | |||
Level 3 – unobservable inputs that reflect our assumptions that market participants would use in pricing assets or liabilities based on the best information available. The Company’s earn-out obligation (See Note 5) is based upon future net royalty revenues. | |||
Income Taxes | |||
Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted rates in effect during the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |||
ASC Topic 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. Tax positions shall initially be recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a probability of fifty percent (50%) or greater of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. | |||
The Company has no unrecognized tax benefits as of September 30, 2013 and December 31, 2012. The Company’s U.S. Federal and state and local income tax returns are closed prior to fiscal year 2009 and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | |||
If applicable, the Company would recognize interest and penalties associated with tax matters as part of the income tax provision, and include accrued interest and penalties with accrued expenses in the condensed consolidated balance sheets. | |||
Revenue Recognition | |||
Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing our trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. | |||
Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, including the Company meeting its obligations and providing the relevant services under each contract. Generally, we record on a straight-line basis, each base fee as stated in each service agreement for the covered period and, if applicable, we recognize additional payments received that relate to a future period as deferred revenue, until service is provided or revenue is otherwise earned. | |||
We recognize revenue from our retail store upon sale of our products to retail consumers, net of estimated returns. | |||
Accounts Receivable | |||
Accounts receivable represent amounts that are due to the Company by its licensees and other operating account debtors in the normal course of business. As of September 30, 2013, the Company has $4,688,000 of accounts receivable, net of allowance for doubtful accounts of $70,000. As of December 31, 2012 the Company had $3,428,000 of accounts receivable, net of allowance for doubtful accounts of $25,000. | |||
Inventory | |||
Inventories are stated at the lower of cost or market using the first in first out (“FIFO”) method. All inventory consists of finished goods and is located at the retail store location. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs, write-offs and shrinkage are charged to cost of goods sold. In the Current Quarter and Current Nine Months, the Company experienced shrinkage of $5,000 and $9,000, respectively. | |||
Stock-Based Compensation | |||
The Company accounts for stock-based compensation in accordance with ASC Topic 718 “Compensation - Stock Compensation”, by recognizing the fair value of stock-based compensation in the unaudited condensed consolidated statements of operations. Stock-based compensation can include stock options and restricted stock grants. | |||
Stock Options - The fair value of the Company’s stock option awards are estimated using the Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. | |||
Restricted Stock - Compensation cost for restricted stock is measured using the fair value of the Company’s common stock at the date the common stock is granted. The compensation cost is recognized over the period between the grant date and the date any restrictions lapse. For stock-based awards that vest based on performance conditions (e.g. achievement of certain milestones), expense is recognized when it is probable that the condition will be met. | |||
The calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. The fair value of stock-based compensation is amortized over the service period of the awards. | |||
Earnings (loss) per Share | |||
Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, warrants and restricted stock outstanding were exercised into common stock, except when there is a net loss, in which case basic and diluted weighted average common shares shall be the same. | |||
Recently Issued Accounting Standards | |||
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | |||
Trademarks_Goodwill_and_Other_
Trademarks, Goodwill and Other Intangibles | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||
3 | Trademarks, Goodwill and Other Intangibles | |||||||
Trademarks and other intangibles, net consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Trademarks | $ | 44,500,000 | $ | 44,500,000 | ||||
Licensing agreements | 2,000,000 | 2,000,000 | ||||||
Accumulated amortization, licensing agreements | -1,060,000 | -665,000 | ||||||
Net carrying amount | $ | 45,440,000 | $ | 45,835,000 | ||||
Amortization expense for intangible assets for both the Current Quarter and the quarter ended September 30, 2012 (the “Prior Year Quarter”) was $132,000. Amortization expense for intangible assets for the Current Nine Months and the nine months ended September 30, 2012 (the “Prior Year Nine Months”) was $395,000 and $396,000, respectively. The trademarks of the Isaac Mizrahi Brand and related goodwill 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 unaudited condensed consolidated statements of operations. | ||||||||
The Company has $12,371,000 of goodwill that represents the excess of the purchase price over the fair value of net assets acquired accounted for under the acquisition method of accounting relating to the acquisition of the Isaac Mizrahi Business. There was no change in goodwill during the Current Nine Months. | ||||||||
Significant_Contracts
Significant Contracts | 9 Months Ended | ||
Sep. 30, 2013 | |||
Significant Contracts [Abstract] | ' | ||
Significant Contracts [Text Block] | ' | ||
4 | Significant Contracts | ||
QVC Agreement | |||
In connection with the Company’s agreement with QVC, Inc. (“QVC”), QVC is required to pay fees based primarily on a percentage of its net sales of Isaac Mizrahi branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $1,992,000 and $1,900,000 for the Current Quarter and the Prior Year Quarter, respectively, representing 51% of the Company’s total revenues each quarter. Royalties from QVC totaled $5,976,000 and $5,700,000 for the Current Nine Months and the Prior Year Nine Months, respectively, representing 58% and 60% of the Company’s total revenues, respectively. As of September 30, 2013 and December 31, 2012, the Company had a receivable from QVC in the amount of $1,901,000, representing 41% and 55% of the Company’s receivables, respectively. | |||
LCNY Agreement | |||
In connection with the Company’s agreement with Fifth & Pacific Companies, Inc. (formerly Liz Claiborne, Inc.) (“FNP”) (the “LCNY Agreement”) FNP is required to pay the Company royalties based primarily on a percentage of royalties FNP receives from QVC under a separate license agreement between FNP and QVC. Revenues from the LCNY Agreement totaled $395,000 and $458,000 for the Current Quarter and the Prior Year Quarter, respectively, representing 10% and 12% of the Company’s total revenues, respectively. Revenues from the LCNY Agreement totaled $1,395,000 and $1,208,000 for the Current Nine Months and the Prior Year Nine Months, respectively, representing 14% and 13% of the Company’s total revenues, respectively. As of September 30, 2013 and December 31, 2012, the Company had a receivable from FNP in the amount of $1,792,000 and $699,000, representing 38% and 20% of the Company’s receivables, respectively. | |||
Debt
Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt Disclosure [Text Block] | ' | |||||||
5 | Debt | |||||||
The Company’s net carrying amount of debt is comprised of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Term Loan | $ | 13,000,000 | $ | 12,579,000 | ||||
Seller Note | 6,244,000 | 6,306,000 | ||||||
Contingent obligation – Seller | 6,366,000 | 11,466,000 | ||||||
Other long term liabilities | 60,000 | 45,000 | ||||||
Total | 25,670,000 | 30,396,000 | ||||||
Current portion | 6,244,000 | 1,350,000 | ||||||
Total long term liabilities | $ | 19,426,000 | $ | 29,046,000 | ||||
Term Loan- Old Loan | ||||||||
On September 29, 2011 (the “Closing Date”), IM Brands, a wholly-owned subsidiary of the Company, entered into a five-year senior secured facility (the “Old Loan”) with MidMarket Capital Partners, LLC (“MidMarket”) and Noteholders in the aggregate principal amount of $13,500,000. The Loan was secured by all of the assets of IM Brands and the Company’s membership interests in IM Brands. | ||||||||
The principal amount of the Loan was payable quarterly as follows: 2.5% on January 5, 2013 through October 5, 2013; 3.75% on January 5, 2014 through October 5, 2014; 6.25% on January 5, 2015 through October 5, 2015; 12.5% on January 5, 2016 through the maturity date, which is the date that is 5 years after the Closing Date. | ||||||||
The interest rate on the Loan was a fixed rate of 8.5%, payable in cash. | ||||||||
Optional Prepayment . IM Brands could have prepaid the Old Loan in whole or in part in increments of $500,000, provided that IM Brands paid the following premiums in connection with the prepayment: | ||||||||
Period | Applicable Premium | |||||||
Prior to September 29, 2013 | 2 | % | ||||||
Prior to September 29, 2014 | 1 | % | ||||||
On or After September 29, 2014 | 0 | % | ||||||
Term Loan- New Loan | ||||||||
On August 1, 2013, the Company extinguished the Old Loan with proceeds from a new $13.0 million 5-year term loan with Bank of Hapoalim B.M. (the “New Loan”). The New Loan is secured by all of the assets of IM Brands and the Company’s membership interest in IM Brands and bears interest at an annual fixed rate of 4.44% payable quarterly in arrears each calendar quarter. Scheduled principal payments are as follows: | ||||||||
Amount of | ||||||||
Principal | ||||||||
Date of Payment | Payment | |||||||
October 1, 2014, January 1, 2015, April 1, 2015 and July 1, 2015 | $ | 250,000 | ||||||
October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016 | $ | 625,000 | ||||||
October 1, 2016, January 1, 2017, April 1, 2017 and July 1, 2017 | $ | 750,000 | ||||||
October 1, 2017, January 1, 2018 and April 1, 2018 | $ | 875,000 | ||||||
1-Jul-18 | $ | 3,875,000 | ||||||
In addition, the Company shall prepay the outstanding amount of the New Loan from excess cash flow (“Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2014 in arrears in an amount equal to twenty percent (20%) of such Cash Flow Recapture. Cash Flow Recapture shall mean for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the New Loan) paid or payable during such period less (c) all income tax payments made during such period. | ||||||||
On August 1, 2013 the extinguishment of the Old Loan resulted in an approximate loss on extinguishment of debt of $1,351,000, consisting of $381,000 of unamortized deferred costs, $781,000 from acceleration of the loan discount, and $189,000 for prepayment fees and expenses of the Old Loan. The Prepayment fee was equal to1.5% of the outstanding balance of the Old Loan immediately before the extinguishment. | ||||||||
Financial Covenants. The Company is required to maintain minimum fixed charge ratio, and liquidity covenants, a maximum leverage ratio covenant and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the New Loan. As of September 30, 2013, the Company and IM Brands were in full compliance with all of the covenants under the New Loan. | ||||||||
Seller Note | ||||||||
On September 29, 2011, as part of the consideration for the purchase of the Isaac Mizrahi Business, the Company issued to IM Ready-Made, LLC (the “Seller”) a promissory note (the “Seller Note”) in the principal amount of $7,377,000. The stated interest rate of the Seller Note is 0.25%. Management has determined that this rate was below the Company’s expected borrowing rate, which was estimated at 9.25%. Therefore, the Company discounted the Seller Note by $1,740,000 using a 9.0% imputed annual interest rate, resulting in an initial value of $5,637,000. Also on September 29, 2011, the Company prepaid $123,000 of interest on the Seller Note. The imputed interest amount is being amortized over the term of the Seller Note and recorded as other interest expense on the Company’s unaudited condensed consolidated statements of operations. The Company prepaid $500,000 of the Seller Note during the Current Quarter. The Seller Note balance at September 30, 2013 and December 31, 2012 was $6,244,000 and $6,306,000, net of debt discount of $633,000 and $1,071,000, respectively. | ||||||||
The Seller Note initially matures on September 29, 2014 (the “Seller Maturity Date”) subject to extension as described below (the date to which the maturity date of the Seller Note is extended is referred to as the “Subsequent Seller Maturity Date”). The Company has the right to pay the Seller Note at the Seller Maturity Date in cash or, subject to the following conditions, in shares of Common Stock. If the Company elects to repay the outstanding principal amount of the Seller Note on the Seller Maturity Date by issuing shares of Common Stock, the number of shares issuable will be obtained by dividing the principal amount of the Seller Note then outstanding by the greater of (i) the fair market value of the Common Stock on the Seller Maturity Date and (ii) $4.50 subject to certain adjustments; provided, however, that if the fair market value of the Common Stock is less than $4.50 as adjusted, the Seller will have the option to extend the maturity of the Seller Note to the Subsequent Seller Maturity Date. If the maturity date of the Seller Note is so extended, the Seller will have the option to convert the Seller Note into Common Shares based on the greater of (i) the fair market value of the Common Stock on the Subsequent Seller Maturity Date and (ii) $4.50, subject to certain adjustments. If the maturity date of the Seller Note is extended, we will also have the option to repay the outstanding principal amount of the Seller Note on the Subsequent Seller Maturity Date in cash or by issuing the number of shares of Common Stock obtained by dividing the principal amount of the Seller Note outstanding on the Subsequent Seller Maturity Date by the fair market value of the Common Stock on the Seller Maturity Date. In addition, at any time the Seller Note is outstanding, the Company has the right to convert the Seller Note, in whole or in part, into the number of shares of Common Stock obtained by dividing the principal amount to be converted by the fair market value of the Common Stock at the time of the conversion, so long as the fair market value of our Common Stock is at least $4.50. The full amount of the Seller Note is recorded in current liabilities as in the September 30, 2013 condensed consolidated balance sheet. | ||||||||
Contingent Obligations | ||||||||
Earn-out obligation | ||||||||
The Seller is eligible to earn additional consideration for the sale of the Isaac Mizrahi Business contingent upon the Isaac Mizrahi Brand achieving net royalty income targets set forth below during the twelve month periods ending September 30, 2014 and 2015. The Seller was eligible to earn additional consideration for the fiscal years ended September 30, 2012 and 2013, but did not meet the minimum net royalty income target. This consideration is payable with shares of Common Stock by the greater of (i) the fair market value of the Common Stock for the average stock price for the last twenty days in such period and (ii) $4.50 up to $7,500,000 (the “Earn-Out Value”). The Seller will receive a percentage of the Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below. The fair value of the percentage of the Earn-Out Value was based primarily on projected future net royalty income related to the Isaac Mizrahi Brand (the “Earn-Out Obligation”). Any future change in the Earn-Out Obligation will result in an expense or income in the period in which it is determined that the fair market value of the carrying value has changed. The royalty targets and percentage of the potential Earn-Out Value are as follows: | ||||||||
ROYALTY | EARN-OUT | |||||||
ROYALTY TARGET PERIODS | TARGET | VALUE | ||||||
Third Royalty Target Period (October 1, 2013 to September 30, 2014) | $ | 22,000,000 | $ | 7,500,000 | ||||
Fourth Royalty Target Period (October 1, 2014 to September 30, 2015) | $ | 24,000,000 | $ | 7,500,000 | ||||
APPLICABLE | % OF EARN-OUT | |||||||
PERCENTAGE | VALUE EARNED | |||||||
Less than 76% | 0 | % | ||||||
76% up to 80% | 40 | % | ||||||
80% up to 90% | 70 | % | ||||||
90% up to 95% | 80 | % | ||||||
95% up to 100% | 90 | % | ||||||
100% or greater | 100 | % | ||||||
In accordance with ASC Topic 480 "Distinguishing Liabilities from Equity", the Earn-Out Obligation is treated as a liability in the accompanying Condensed consolidated balance sheets because of the variable number of shares payable under the agreement. The Earn-Out Obligation fair value at September 30, 2013 and December 31, 2012 was $3.6 million and $8.7 million, respectively and recorded as long term liabilities on the Company’s condensed consolidated balance sheets. The $5.1 million reduction was recorded as a gain on reduction of contingent obligations in the Company’s unaudited condensed consolidated statement of operations in the Current Quarter and the Current Nine Months. The reduction in the Earn-Out Obligation was based primarily on a revision of projected future net royalty income related to the Isaac Mizrahi Brand within the earn-out period. The earn-out obligation is reduced as a result of revised lower projected future net royalty income of the Isaac Mizrahi Business, therefore diminishing the probability of achieving the Third Royalty Target and the Fourth Royalty Target. This adjustment results from the Company having better visibility in its 2014 royalties given current Isaac Mizrahi Brand product sales information. | ||||||||
QVC Earn-out | ||||||||
The Company is required to pay the Seller $2.766 million, payable in cash or Common Stock, at the Company’s option, contingent upon the Company receiving aggregate net royalty income of at least $2.5 million from QVC for the Isaac Mizrahi Brand in the twelve-month period ending September 30, 2015 with such stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty days prior to the time of such issuance (the “QVC Earn-Out”). The current term of the QVC Agreement runs through September 30, 2015. Management has determined that it is probable that the $2.5 million in net royalty income from QVC will be met. In accordance with ASC Topic 480, the QVC Earn-Out obligation is treated as a liability in the accompanying unaudited condensed consolidated balance sheets because of the variable number of shares payable under the agreement. Management will assess no less frequently than each reporting period the status of this contingent obligation. Any change in the expected obligation will result in an expense or income in the period in which it is determined fair market value has changed. | ||||||||
The combined contingent obligation of $6.366 million and $11.466 million as of September 30, 2013 and December 31, 2012 is reported as long-term debt on the Company’s condensed consolidated balance sheets. | ||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||
6 | Stockholders’ Equity | |||||||
Private Offering of Equity Securities | ||||||||
On June 5, 2013 in a private offering to an existing shareholder and a director of the Company, each of which is an accredited investor, the Company issued and sold an aggregate of 1,428,573 shares of its common stock (the “Shares”) and Warrants to purchase an aggregate of 312,500 shares of the Company’s common stock for aggregate gross proceeds of $5,000,000 (the “Offering”). The Warrants are exercisable at a price of $5.00 per share, at any time on or prior to June 5, 2018. | ||||||||
In consideration of doing a private offering, we concluded that there is a discounted component to the Offering as compared to the market value of our common stock, primarily due to the limited liquidity in our shares. Based on the Company’s analysis, the Company concluded that such discount was 10% and therefore grossed up the offering price based on the discount, resulting in a fair value of $3.86 per common share. | ||||||||
The fair value for the Warrants was estimated $.12 for each warrant to purchase one share of common stock using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 22 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2.5 years | |||||||
Risk-Free Interest Rate | 0.39 | % | ||||||
(i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | |||||||
(ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | |||||||
The proceeds of the Offering were accounted for as the par value of the common stock ($.001 per share) issued and the balance ($3.499 per share) as additional paid in-capital, inclusive of the value of the Warrants. | ||||||||
2011 Equity Incentive Plan | ||||||||
The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”) is designed and utilized to enable the Company to offer its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 5,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Board, or, at the Board's discretion, a committee of the Board. | ||||||||
On April 17, 2012, the Company issued to management an aggregate of 1,100,000 shares of restricted stock. The vesting date of 1,025,000 shares of restricted stock was November 15, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his or her sole discretion, prior to the date the restrictions would lapse. The vesting date of 37,500 shares of restricted stock was May 15, 2013, provided however, the executive has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The vesting date of 37,500 shares of restricted stock is May 15, 2014, provided however, the executive has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 509,488 shares have lapsed and 551,747 and 38,765 restricted shares are scheduled to vest on November 15, 2013 and May 15, 2014, respectively. On November 15, 2012 the Company repurchased 209,623 shares upon vesting of restricted stock in satisfying the grantees’ tax withholding obligation. | ||||||||
Also, on April 17, 2012, the Company issued 50,000 shares of restricted stock to a non-executive employee. The vesting date of the 50,000 shares of restricted stock is November 15, 2013, provided however, the employee has the right to extend the vesting date by nine-month increments in her sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 24,916 shares have lapsed and 25,084 restricted shares are scheduled to vest on November 15, 2013. On November 15, 2012, the Company repurchased 8,540 shares upon vesting of restricted stock in satisfying the grantees’ tax withholding obligation. | ||||||||
On May 1, 2012, the Company granted options to purchase an aggregate of 105,500 shares of Common Stock to non-executive employees of the Company. The exercise price per share of the options is $3.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. Of these awards, 26,750 options were forfeited in 2012, and reverted to, and are eligible for re-grant under the Plan. | ||||||||
On June 1, 2012, the Company issued to non-management directors 138,335 shares of restricted stock. The vesting date of 138,335 shares of restricted stock was December 1, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, restrictions on 70,863 shares have lapsed and 67,472 restricted shares are scheduled to vest on December 1, 2013. On November 15, 2012, the Company repurchased 18,870 shares on vesting of restricted stock in satisfying the grantees’ tax withholding obligation. | ||||||||
On June 1, 2012, the Company issued to management 242,775 shares of restricted stock. The vesting date of 242,775 shares of restricted stock was December 1, 2012, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. As of September 30, 2013, none of these shares have vested and these restricted shares are scheduled to vest on December 1, 2013. | ||||||||
On April 1, 2013, the Company issued to management 1,270,000 shares of restricted stock. The vesting date of 1,075,000 shares of restricted stock is March 31, 2014, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The remaining 195,000 shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on March 31, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. | ||||||||
On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2014 and 50% shall vest on March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the Restricted Shares by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the Restricted Shares until the next following September 30th or March 31st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the Restricted Shares prior to such date. | ||||||||
On May 1, 2013, the Company issued to non-executive employees 29,750 shares of restricted stock. The shares of restricted stock will vest evenly over 2 years, whereby 50% shall vest on April 30, 2014 and 50% shall vest on April 30, 2015. | ||||||||
Stock Options and Warrants | ||||||||
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. | ||||||||
The fair value for all options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 22-42 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2.5 – 5.75 years | |||||||
Risk-Free Interest Rate | 0.39% - 0.98 | % | ||||||
The options that the Company granted under its plans expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. | ||||||||
(i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | |||||||
(ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | |||||||
Stock Options | ||||||||
A summary of the Company’s stock options for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Options | Exercise Price | |||||||
Outstanding at January 1, 2013 | 345,000 | $ | 4.54 | |||||
Granted | - | - | ||||||
Canceled | - | - | ||||||
Exercised | - | - | ||||||
Expired/Forfeited | -1,375 | 3.55 | ||||||
Outstanding at September 30, 2013 | 343,625 | $ | 4.55 | |||||
Exercisable at September 30, 2013 | 213,483 | $ | 4.64 | |||||
Compensation expense related to stock option grants for the Current Quarter and the Prior Year Quarter was $19,000 and $23,000, respectively. Compensation expense related to stock option grants for the Current Nine Months and the Prior Year Nine Months was $58,000 and $51,000, respectively. Compensation expense related to stock options is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $22,000 is expected to be expensed over a period of 7 months from October 1, 2013 through April 30, 2014. | ||||||||
The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any equity awards under this plan. | ||||||||
Warrants | ||||||||
A summary of the Company’s warrants for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Warrants | Exercise Price | |||||||
Outstanding at January 1, 2013 | 1,132,043 | $ | 2.47 | |||||
Granted (See private offering of equity securities above) | 312,500 | 5 | ||||||
Canceled | - | - | ||||||
Exercised | - | - | ||||||
Expired/Forfeited | - | - | ||||||
Outstanding at September 30, 2013 and expected to vest. | 1,444,543 | $ | 3.01 | |||||
Exercisable at September 30, 2013 | 1,444,543 | $ | 3.01 | |||||
Compensation expense related to warrants for the Current Quarter and the Prior Year Quarter was $11,000 each period. Compensation expense related to warrants for the Current Nine Months and the Prior Year Nine Months was $33,000 each period. Compensation expense related to warrants, except those warrants issued to a licensee (see below) is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. | ||||||||
The Company values other warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black-Scholes model. The fair market value of the instruments issued is expensed over the vesting period. | ||||||||
The Company issued to a licensee warrants to purchase 75,000 shares of common stock with an exercise price of $5.50 per share and a term of 5-years. Compensation expense related to warrants in connection with the licensing agreement is amortized over the 5-year initial term of the license agreement and is recorded as a discount to licensing revenues. The stock-based licensing revenue-discount for the Current Quarter and the Prior Year Quarter was $1,000 and $1,000, respectively. The stock-based licensing revenue-discount for the Current Nine Months and the Prior Year Nine Months was $3,000 and $3,000, respectively. An additional amount of $14,000 is expected to be amortized over a period of 36 months from October 1, 2013 through September 30, 2016. | ||||||||
Restricted Stock | ||||||||
Compensation cost for restricted stock is measured using the fair value of the Company’s common stock at the date the common stock is granted. The compensation cost, net of projected forfeitures, is recognized over the period between the grant date and the date any restrictions lapse, with compensation cost for grants with a graded vesting schedule recognized using the treasury method. The restrictions do not affect voting and dividend rights. | ||||||||
A summary of the Company’s restricted stock for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Restricted | Grant Date Fair | |||||||
Shares | Value | |||||||
Outstanding at January 1, 2013 | 964,607 | $ | 3 | |||||
Granted | 1,399,750 | 3.86 | ||||||
Canceled | - | - | ||||||
Vested | -16,868 | 3 | ||||||
Expired/Forfeited | - | - | ||||||
Outstanding at September 30, 2013 | 2,347,489 | $ | 3.51 | |||||
Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $2,266,000 and $2,043,000, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was $4,562,000 and $3,479,000, respectively. Compensation expense related to restricted stock grants is reported as stock-based compensation under operating expenses in the unaudited condensed consolidated statements of operations. An additional amount of $186,000 is expected to be expensed over the remainder of 2013 and an additional $823,000 expensed over a period of 15 months from January 1, 2014 through March 31, 2015. | ||||||||
Shares Available Under the Company’s 2011 Equity Incentive Plan | ||||||||
At September 30, 2013, there were 1,931,215 common shares available for issuance under the Company’s 2011 Equity Incentive Plan. | ||||||||
Shares Reserved for Issuance | ||||||||
At September 30, 2013, there were 3,719,959 common shares reserved for issuance pursuant to warrants, stock options and availability for issuance under the Company’s 2011 Equity Incentive Plan. | ||||||||
Dividends | ||||||||
The Company has not paid any dividends to date. | ||||||||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Earnings Per Share [Text Block] | ' | |||||||||||||
7 | Earnings Per Share | |||||||||||||
Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period, including stock options 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. | ||||||||||||||
Shares used in calculating basic and diluted loss per share are as follows: | ||||||||||||||
Three Months ended | Nine Months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic | 10,167,769 | 7,517,151 | 8,892,303 | 6,772,244 | ||||||||||
Effect of exercise of stock options | 4,241 | n/a | 4,644 | n/a | ||||||||||
Effect of exercise of warrants | 581,840 | n/a | 581,840 | n/a | ||||||||||
Diluted | 10,753,850 | 7,517,151 | 9,478,787 | 6,772,244 | ||||||||||
The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | ||||||||||||||
Three Months ended | Nine Months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Stock options and warrants | 1,126,925 | 580,825 | 949,498 | 658,208 | ||||||||||
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||
8 | Income Taxes | ||||||||
The Company’s effective income tax rate for the Current Quarter and the Prior Year Quarter was approximately (37.3)% and (51.5)%, respectively. The Company’s effective income tax rate for the Current Nine Months and the Prior Year Nine Months was approximately (524.0)% and (23.8)%, respectively. | |||||||||
The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2013 | September 30, 2013 | ||||||||
Federal statutory rate | 34 | % | $ | 34 | % | ||||
State income taxes, net of federal benefit | 7.2 | % | 7.2 | % | |||||
Gain on reduction of earn-out | -92.5 | % | -677.2 | % | |||||
Change in state rate | 15.2 | % | 111.3 | % | |||||
Fin 18 Adjustment | -1.5 | % | -4.9 | % | |||||
Other | 0.3 | % | 5.6 | % | |||||
Income tax benefit | -37.3 | % | $ | -524 | % | ||||
During the third quarter the Company recorded a $5.1 million gain on the reduction of contingent obligations related to the acquisition of IM Ready. This gain is not subject to tax and was treated as a discrete item occurring in the third quarter of 2013 (See Note 5, Debt). Additionally, there was an increase in the state income tax rate which was booked to deferred income tax expense and treated as a discrete item occurring in the third quarter of 2013. | |||||||||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||
9 | Segment Information | |||||||||||||
Since the Company opened its first retail store in June 2013, it operates in two segments - (1) design and licensing and (2) retail, which are based on its business activities and organization. The operating segments are segments of the Company for which separate discrete financial information is available and for which operating results are evaluated regularly by the chief operating decision makers, made up of the Company’s executive management team, in deciding how to allocate resources, as well as in assessing performance. The primary key performance indicators are net sales or revenue (in the case of licensing and design fees) and operating income for each segment. The design and licensing segment includes royalties earned on licensed products and use of the Company’s trademarks, and rights granted to third parties for the right to sell the Company’s products and related design and other service fees. The retail segment represents sales of Isaac Mizrahi New York branded products through its retail store. All intercompany revenues are eliminated in consolidation and are not reviewed when evaluating segment performance. Corporate overhead expenses are allocated to the segments based upon specific usage or other allocation methods. | ||||||||||||||
The following table presents the key performance information of the Company’s reportable segments (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenue: | ||||||||||||||
Net licensing revenue | $ | 3,075,000 | $ | 2,765,000 | $ | 8,863,000 | $ | 7,815,000 | ||||||
Design and service fee income | 714,000 | 960,000 | 1,288,000 | 1,614,000 | ||||||||||
Design and licensing revenues | 3,789,000 | 3,725,000 | 10,151,000 | 9,429,000 | ||||||||||
Retail sales | 130,000 | - | 162,000 | - | ||||||||||
Total revenues | $ | 3,919,000 | $ | 3,725,000 | $ | 10,313,000 | $ | 9,429,000 | ||||||
Operating income (loss): | ||||||||||||||
Design and licensing | $ | 2,797,000 | $ | -426,000 | $ | 1,966,000 | $ | -548,000 | ||||||
Retail | -140,000 | - | -233,000 | - | ||||||||||
Total operating income (loss) | $ | 2,657,000 | $ | -426,000 | $ | 1,733,000 | $ | -548,000 | ||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
Capital Expenditures | 2013 | 2012 | 2013 | 2012 | ||||||||||
Property and equipment : | ||||||||||||||
Design and licensing | $ | 30,000 | $ | 19,000 | $ | 127,000 | $ | 110,000 | ||||||
Retail | 23,000 | - | 141,000 | - | ||||||||||
Total capital expenditures | $ | 53,000 | $ | 19,000 | $ | 268,000 | $ | 110,000 | ||||||
September 30, | December 31, | |||||||||||||
Long Lived Assets | 2013 | 2012 | ||||||||||||
Trademarks and other intangibles, net : | ||||||||||||||
Design and licensing | $ | 45,440,000 | $ | 45,835,000 | ||||||||||
Retail | - | - | ||||||||||||
Total Trademarks and other intangibles, net | $ | 45,440,000 | $ | 45,835,000 | ||||||||||
Property and equipment : | ||||||||||||||
Design and licensing | $ | 984,000 | $ | 1,113,000 | ||||||||||
Retail | 131,000 | - | ||||||||||||
Total property and equipment | $ | 1,115,000 | $ | 1,113,000 | ||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||
Sep. 30, 2013 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions Disclosure [Text Block] | ' | ||
10 | Related Party Transactions | ||
Todd Slater | |||
On September 29, 2011, the Company adopted a one-year agreement which was amended on October 4, 2011, with Todd Slater, who was appointed as a director of the Company commencing on October 17, 2011, for services related to the Company’s licensing strategy and introduction of potential licensees. During the term of the agreement or during the year following the expiration of the term of the agreement, if the Company enters into a license or distribution agreement with a licensee introduced by Mr. Slater, Mr. Slater was entitled to receive a commission equal to fifteen percent (15%) of all net royalties received by the Company during the first term of such agreement, payable within thirty days of receipt of the net royalties. | |||
On July 10, 2012, the Company and Mr. Slater entered into an amendment (the “Amendment”) to the agreement. Pursuant to the Amendment, the Company paid to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the agreement for licensees already introduced to the Company by Mr. Slater and which Mr. Slater was entitled to fifteen percent (15%) of the revenues from such licensees under the agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements. The Company has capitalized this payment and amortizes the expense in accordance with the revenue earned from the respective licensing agreements on which this payment was based upon. | |||
The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above and fees paid for the Current Quarter and the Prior Year Quarter of $12,000 and $10,000, respectively and for the Current Nine Months and for the Prior Year Nine Months of $35,000 and $18,000, respectively. | |||
On June 5, 2013, the Company paid Threadstone Advisors, LLC (“Threadstone”) a fee of $280,000 for the placement of $4,000,000 of proceeds from the Offering (See Note 6, Stockholders’ Equity). This placement fee was recorded as a reduction in paid-in capital and reflected in the stockholders’ equity section of the condensed consolidated balance sheet. Mr. Slater is an officer and a 5% owner of Threadstone. | |||
Licensing Agent Agreement | |||
On August 2, 2011, the Company entered into a licensing agent agreement with Adam Dweck (“AD”) who is an Executive Vice President of Earthbound, LLC (“Earthbound”) and the son of Jack Dweck, who is a principal of Earthbound and is on the Company’s board of directors, pursuant to which he is entitled to a five percent (5%) commission on any royalties we receive under any new license agreements that he procures for us during the initial term of such license agreements. AD earned $4,000 and $3,000 in fees for the Current Quarter and Prior Year Quarter, respectively, and earned $14,000 and $8,000 in fees for the Current Nine Months and the Prior Year Nine Months, respectively. | |||
We are also are obligated to grant to AD warrants to purchase 12,500 shares of common stock at an exercise price of $5.00 per share, subject to AD generating $0.5 million of accumulated royalties and additional warrants to purchase 12,500 shares of common stock at an exercise price of $5.00 per share, subject to AD generating $1.0 million of accumulated royalties. Additionally, AD shall be entitled to receive warrants to purchase 25,000 shares of common stock priced at the fair market value at the time of issuance, subject to AD generating $2.0 million of accumulated royalties. These warrants all expire on August 2, 2016. As of September 30, 2013, AD has reached the first milestone of $500,000 sourced royalties and it is likely AD will reach the second milestone of $1,000,000 of AD sourced royalties by August 2, 2016. The Company has subsequently issued warrants to AD to purchase 25,000 shares of common stock of which 12,500 vest immediately and 12,500 vest upon achieving the second milestone. The fair value of these warrants was estimated at $2,500 on the grant date using the Black-Scholes option pricing method, of which half has been recorded as a royalty commission expense in the Current Quarter and is recorded as a reduction of net licensing revenues on the unaudited condensed consolidated statements of operations. The balance of the warrants will be expensed evenly over the next 15 months, the period when the second milestone is estimated to occur. | |||
Jones Texas, Inc. | |||
Edward Jones, III, a principal shareholder and chief executive officer of Jones Texas, Inc. (“JT”) is on the Company’s board of directors. The Company and JT entered into a consulting agreement on March 28, 2012, whereby JT shall pursue and introduce licensing opportunities for the Company. JT procured a license for the Company during 2012, which the Company agreed to remit 15% of the license revenues for the initial term of the license. JT earned $0 and $1,000 in fees for the Current Quarter and Prior Year Quarter, respectively and earned $0 and $2,000 in fees for the Current Nine Months and Prior Year Nine Months, respectively. | |||
Earthbound, LLC | |||
As part of the consideration for the acquisition of the Isaac Mizrahi Business, the Company assumed a $1.5 million non-interest obligation owed to Earthbound, payable over five years commencing on September 29, 2011. Jeff Cohen is a principal owner of Earthbound and was a director of the Company through December 2012. The Company made payments of $37,500 and $75,000 in the Prior Year Quarter and Prior Year Nine Months, respectively, of which $26,000 and $80,000 was recorded as interest expense in the Prior Year Quarter and Prior Year Nine Months, respectively. The Company extinguished this debt on November 21, 2012. | |||
IM Ready-Made, LLC | |||
The Company and the Seller had balances owed between the companies relating to the transition of the Isaac Mizrahi Business and certain payments assigned to the Seller by QVC under the QVC Agreement. As of September 30, 2013, the Company owed the Seller $114,000 and as of September 30, 2012 the Seller owed the Company $68,000. The Company did not earn any revenue or incur any expenses with IM Ready-Made, LLC since the Closing Date. | |||
Mark DiSanto | |||
On June 5, 2013, Mark X. DiSanto Investment Trust (the “DiSanto Trust”) purchased 285,715 shares of its Common Stock and Warrants to purchase an aggregate of 62,500 of the Company’s Common Stock for aggregate gross proceeds of $1,000,003 through the Offering (See Note 6, Stockholders’ Equity). Mark DiSanto, a director of the Company, is the trustee and has sole voting and dispositive power for the DiSanto Trust. | |||
Executive Officer | |||
In April 2013, the Company purchased $2,300 in used equipment from our Chief Executive Officer to be utilized at our New York City location. The purchase price was at the estimated fair market value of the equipment. | |||
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Sep. 30, 2013 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events [Text Block] | ' | |
11 | Subsequent Events | |
None | ||
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | ' |
Trademarks, Goodwill and Other Intangible Assets | |
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”), ASC Topic 350 “Intangibles - Goodwill and Other”. Under this standard, goodwill and indefinite lived assets are not amortized. The Company’s definite lived intangible assets are amortized over their estimated useful lives. | |
Under this standard, the Company annually has the option to first assess qualitatively whether it is more likely than not that there is an impairment. The Company completed its annual quantitative assessment of trademarks, goodwill and other intangibles at December 31, 2012. In conjunction with the reduction in the contingent obligations discussed below, the Company updated its quantitative assessment of trademarks, goodwill and other intangibles at September 30, 2013 and determined that no impairment charges were required. | |
Contingent Obligation, Policy [Policy Text Block] | ' |
Contingent Obligations | |
Management analyzes and quantifies the expected earn-out payments over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair market value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined fair market value of the carrying value has changed. Contingent obligations have been reduced by $5.1 million during the Current Quarter and Current Nine Months, recorded as a gain on the reduction of contingent obligations and included in operating income in the Company’s unaudited condensed consolidated statements of operations (see Note 5, Debt). | |
Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates | |
The preparation of the condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles ("U.S. 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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the year. Actual results could be affected by those estimates. | |
Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair Value | |
ASC Subtopic 820-10 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. ASC Subtopic 820-10 outlines a valuation framework, creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements, and details the disclosures that are required for items measured at fair value. We have contingent obligations that are required to be measured at fair value on a recurring basis. Our contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which states: | |
Level 3 – unobservable inputs that reflect our assumptions that market participants would use in pricing assets or liabilities based on the best information available. The Company’s earn-out obligation (See Note 5) is based upon future net royalty revenues. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Taxes | |
Income tax expense consists of the tax payable for the period and the change during the period in deferred tax assets and liabilities. Deferred income taxes are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted rates in effect during the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
ASC Topic 740 “Income Taxes” clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements. Tax positions shall initially be recognized in the financial statements when it is more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions shall initially and subsequently be measured as the largest amount of tax benefit that has a probability of fifty percent (50%) or greater of being realized upon ultimate settlement with the tax authority, assuming full knowledge of the position and all relevant facts. | |
The Company has no unrecognized tax benefits as of September 30, 2013 and December 31, 2012. The Company’s U.S. Federal and state and local income tax returns are closed prior to fiscal year 2009 and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | |
If applicable, the Company would recognize interest and penalties associated with tax matters as part of the income tax provision, and include accrued interest and penalties with accrued expenses in the condensed consolidated balance sheets. | |
Revenue Recognition, Policy [Policy Text Block] | ' |
Revenue Recognition | |
Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing our trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. | |
Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, including the Company meeting its obligations and providing the relevant services under each contract. Generally, we record on a straight-line basis, each base fee as stated in each service agreement for the covered period and, if applicable, we recognize additional payments received that relate to a future period as deferred revenue, until service is provided or revenue is otherwise earned. | |
We recognize revenue from our retail store upon sale of our products to retail consumers, net of estimated returns. | |
Receivables, Policy [Policy Text Block] | ' |
Accounts Receivable | |
Accounts receivable represent amounts that are due to the Company by its licensees and other operating account debtors in the normal course of business. As of September 30, 2013, the Company has $4,688,000 of accounts receivable, net of allowance for doubtful accounts of $70,000. As of December 31, 2012 the Company had $3,428,000 of accounts receivable, net of allowance for doubtful accounts of $25,000. | |
Inventory, Policy [Policy Text Block] | ' |
Inventory | |
Inventories are stated at the lower of cost or market using the first in first out (“FIFO”) method. All inventory consists of finished goods and is located at the retail store location. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs, write-offs and shrinkage are charged to cost of goods sold. In the Current Quarter and Current Nine Months, the Company experienced shrinkage of $5,000 and $9,000, respectively. | |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Stock-Based Compensation | |
The Company accounts for stock-based compensation in accordance with ASC Topic 718 “Compensation - Stock Compensation”, by recognizing the fair value of stock-based compensation in the unaudited condensed consolidated statements of operations. Stock-based compensation can include stock options and restricted stock grants. | |
Stock Options - The fair value of the Company’s stock option awards are estimated using the Black-Scholes option valuation model. This model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. | |
Restricted Stock - Compensation cost for restricted stock is measured using the fair value of the Company’s common stock at the date the common stock is granted. The compensation cost is recognized over the period between the grant date and the date any restrictions lapse. For stock-based awards that vest based on performance conditions (e.g. achievement of certain milestones), expense is recognized when it is probable that the condition will be met. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (loss) per Share | |
Basic earnings (loss) per share excludes dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, warrants and restricted stock outstanding were exercised into common stock, except when there is a net loss, in which case basic and diluted weighted average common shares shall be the same. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recently Issued Accounting Standards | |
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. | |
Trademarks_Goodwill_and_Other_1
Trademarks, Goodwill and Other Intangibles (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | |||||||
Trademarks and other intangibles, net consist of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Trademarks | $ | 44,500,000 | $ | 44,500,000 | ||||
Licensing agreements | 2,000,000 | 2,000,000 | ||||||
Accumulated amortization, licensing agreements | -1,060,000 | -665,000 | ||||||
Net carrying amount | $ | 45,440,000 | $ | 45,835,000 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt [Table Text Block] | ' | |||||||
The Company’s net carrying amount of debt is comprised of the following: | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Term Loan | $ | 13,000,000 | $ | 12,579,000 | ||||
Seller Note | 6,244,000 | 6,306,000 | ||||||
Contingent obligation – Seller | 6,366,000 | 11,466,000 | ||||||
Other long term liabilities | 60,000 | 45,000 | ||||||
Total | 25,670,000 | 30,396,000 | ||||||
Current portion | 6,244,000 | 1,350,000 | ||||||
Total long term liabilities | $ | 19,426,000 | $ | 29,046,000 | ||||
Schedule Optional Prepayment Applicable Premium Percentage [Table Text Block] | ' | |||||||
Optional Prepayment . IM Brands could have prepaid the Old Loan in whole or in part in increments of $500,000, provided that IM Brands paid the following premiums in connection with the prepayment: | ||||||||
Period | Applicable Premium | |||||||
Prior to September 29, 2013 | 2 | % | ||||||
Prior to September 29, 2014 | 1 | % | ||||||
On or After September 29, 2014 | 0 | % | ||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
Scheduled principal payments are as follows: | ||||||||
Amount of | ||||||||
Principal | ||||||||
Date of Payment | Payment | |||||||
October 1, 2014, January 1, 2015, April 1, 2015 and July 1, 2015 | $ | 250,000 | ||||||
October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016 | $ | 625,000 | ||||||
October 1, 2016, January 1, 2017, April 1, 2017 and July 1, 2017 | $ | 750,000 | ||||||
October 1, 2017, January 1, 2018 and April 1, 2018 | $ | 875,000 | ||||||
1-Jul-18 | $ | 3,875,000 | ||||||
Schedule Of Royalty Targets and Percentage Of Potential Earn Out Value [Table Text Block] | ' | |||||||
The royalty targets and percentage of the potential Earn-Out Value are as follows: | ||||||||
ROYALTY | EARN-OUT | |||||||
ROYALTY TARGET PERIODS | TARGET | VALUE | ||||||
Third Royalty Target Period (October 1, 2013 to September 30, 2014) | $ | 22,000,000 | $ | 7,500,000 | ||||
Fourth Royalty Target Period (October 1, 2014 to September 30, 2015) | $ | 24,000,000 | $ | 7,500,000 | ||||
APPLICABLE | % OF EARN-OUT | |||||||
PERCENTAGE | VALUE EARNED | |||||||
Less than 76% | 0 | % | ||||||
76% up to 80% | 40 | % | ||||||
80% up to 90% | 70 | % | ||||||
90% up to 95% | 80 | % | ||||||
95% up to 100% | 90 | % | ||||||
100% or greater | 100 | % | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | ' | |||||||
The fair value for the Warrants was estimated $.12 for each warrant to purchase one share of common stock using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 22 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2.5 years | |||||||
Risk-Free Interest Rate | 0.39 | % | ||||||
(i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | |||||||
(ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | |||||||
The fair value for all options and warrants was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 22-42 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2.5 – 5.75 years | |||||||
Risk-Free Interest Rate | 0.39% - 0.98 | % | ||||||
The options that the Company granted under its plans expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. | ||||||||
(i) | Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. | |||||||
(ii) | Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. | |||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||
A summary of the Company’s stock options for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Options | Exercise Price | |||||||
Outstanding at January 1, 2013 | 345,000 | $ | 4.54 | |||||
Granted | - | - | ||||||
Canceled | - | - | ||||||
Exercised | - | - | ||||||
Expired/Forfeited | -1,375 | 3.55 | ||||||
Outstanding at September 30, 2013 | 343,625 | $ | 4.55 | |||||
Exercisable at September 30, 2013 | 213,483 | $ | 4.64 | |||||
Schedule of Share-based Compensation, Stock Warrant Activity [Table Text Block] | ' | |||||||
A summary of the Company’s warrants for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Warrants | Exercise Price | |||||||
Outstanding at January 1, 2013 | 1,132,043 | $ | 2.47 | |||||
Granted (See private offering of equity securities above) | 312,500 | 5 | ||||||
Canceled | - | - | ||||||
Exercised | - | - | ||||||
Expired/Forfeited | - | - | ||||||
Outstanding at September 30, 2013 and expected to vest. | 1,444,543 | $ | 3.01 | |||||
Exercisable at September 30, 2013 | 1,444,543 | $ | 3.01 | |||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | |||||||
A summary of the Company’s restricted stock for the Current Nine Months is as follows: | ||||||||
Weighted-Average | ||||||||
Restricted | Grant Date Fair | |||||||
Shares | Value | |||||||
Outstanding at January 1, 2013 | 964,607 | $ | 3 | |||||
Granted | 1,399,750 | 3.86 | ||||||
Canceled | - | - | ||||||
Vested | -16,868 | 3 | ||||||
Expired/Forfeited | - | - | ||||||
Outstanding at September 30, 2013 | 2,347,489 | $ | 3.51 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||||||
Shares used in calculating basic and diluted loss per share are as follows: | ||||||||||||||
Three Months ended | Nine Months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Basic | 10,167,769 | 7,517,151 | 8,892,303 | 6,772,244 | ||||||||||
Effect of exercise of stock options | 4,241 | n/a | 4,644 | n/a | ||||||||||
Effect of exercise of warrants | 581,840 | n/a | 581,840 | n/a | ||||||||||
Diluted | 10,753,850 | 7,517,151 | 9,478,787 | 6,772,244 | ||||||||||
Schedule of Weighted Average Number of Shares [Table Text Block] | ' | |||||||||||||
The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: | ||||||||||||||
Three Months ended | Nine Months ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Stock options and warrants | 1,126,925 | 580,825 | 949,498 | 658,208 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | ' | ||||||||
The provision (benefit) for income taxes using the statutory federal tax rate as compared to the Company’s effective tax rate is summarized as follows: | |||||||||
Three Months Ended | Nine Months Ended | ||||||||
September 30, 2013 | September 30, 2013 | ||||||||
Federal statutory rate | 34 | % | $ | 34 | % | ||||
State income taxes, net of federal benefit | 7.2 | % | 7.2 | % | |||||
Gain on reduction of earn-out | -92.5 | % | -677.2 | % | |||||
Change in state rate | 15.2 | % | 111.3 | % | |||||
Fin 18 Adjustment | -1.5 | % | -4.9 | % | |||||
Other | 0.3 | % | 5.6 | % | |||||
Income tax benefit | -37.3 | % | $ | -524 | % | ||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2013 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||||
The following table presents the key performance information of the Company’s reportable segments (in thousands): | ||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||
Revenue: | ||||||||||||||
Net licensing revenue | $ | 3,075,000 | $ | 2,765,000 | $ | 8,863,000 | $ | 7,815,000 | ||||||
Design and service fee income | 714,000 | 960,000 | 1,288,000 | 1,614,000 | ||||||||||
Design and licensing revenues | 3,789,000 | 3,725,000 | 10,151,000 | 9,429,000 | ||||||||||
Retail sales | 130,000 | - | 162,000 | - | ||||||||||
Total revenues | $ | 3,919,000 | $ | 3,725,000 | $ | 10,313,000 | $ | 9,429,000 | ||||||
Operating income (loss): | ||||||||||||||
Design and licensing | $ | 2,797,000 | $ | -426,000 | $ | 1,966,000 | $ | -548,000 | ||||||
Retail | -140,000 | - | -233,000 | - | ||||||||||
Total operating income (loss) | $ | 2,657,000 | $ | -426,000 | $ | 1,733,000 | $ | -548,000 | ||||||
Three Months Ended | Nine Months Ended | |||||||||||||
September 30, | September 30, | |||||||||||||
Capital Expenditures | 2013 | 2012 | 2013 | 2012 | ||||||||||
Property and equipment : | ||||||||||||||
Design and licensing | $ | 30,000 | $ | 19,000 | $ | 127,000 | $ | 110,000 | ||||||
Retail | 23,000 | - | 141,000 | - | ||||||||||
Total capital expenditures | $ | 53,000 | $ | 19,000 | $ | 268,000 | $ | 110,000 | ||||||
September 30, | December 31, | |||||||||||||
Long Lived Assets | 2013 | 2012 | ||||||||||||
Trademarks and other intangibles, net : | ||||||||||||||
Design and licensing | $ | 45,440,000 | $ | 45,835,000 | ||||||||||
Retail | - | - | ||||||||||||
Total Trademarks and other intangibles, net | $ | 45,440,000 | $ | 45,835,000 | ||||||||||
Property and equipment : | ||||||||||||||
Design and licensing | $ | 984,000 | $ | 1,113,000 | ||||||||||
Retail | 131,000 | - | ||||||||||||
Total property and equipment | $ | 1,115,000 | $ | 1,113,000 | ||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Probability of Tax Benefit, Percentage | ' | ' | 50.00% | ' | ' |
Accounts receivable, net | $4,688,000 | ' | $4,688,000 | ' | $3,428,000 |
Allowance for Doubtful Accounts Receivable | 70,000 | ' | 70,000 | ' | 25,000 |
Inventory Write-down | 5,000 | ' | 9,000 | ' | ' |
Gain Loss On Reduction of Contingent Obligations | $5,100,000 | $0 | $5,100,000 | $0 | ' |
Trademarks_Goodwill_and_Other_2
Trademarks, Goodwill and Other Intangibles (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Trademarks | $44,500,000 | $44,500,000 |
Licensing agreements | 2,000,000 | 2,000,000 |
Accumulated amortization, licensing agreements | -1,060,000 | -665,000 |
Net carrying amount | $45,440,000 | $45,835,000 |
Trademarks_Goodwill_and_Other_3
Trademarks, Goodwill and Other Intangibles (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Amortization of Intangible Assets | $132,000 | $132,000 | $395,000 | $396,000 |
Business Acquisition Purchase Price Allocation Goodwill | $12,371,000 | ' | $12,371,000 | ' |
Significant_Contracts_Details_
Significant Contracts (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Royalty Agreement With QVC [Member] | ' | ' | ' | ' | ' |
Royalty Revenue | $1,992,000 | $1,900,000 | $5,976,000 | $5,700,000 | ' |
Revenue from Royalty, Percentage | 51.00% | 51.00% | 58.00% | 60.00% | ' |
Accounts Receivable, Gross | 1,901,000 | ' | 1,901,000 | ' | 1,901,000 |
Accounts Receivables, Percentage | 41.00% | ' | 41.00% | ' | 55.00% |
Royalty Agreement With LCNY [Member] | ' | ' | ' | ' | ' |
Royalty Revenue | 395,000 | 458,000 | 1,395,000 | 1,208,000 | ' |
Revenue from Royalty, Percentage | 10.00% | 12.00% | 14.00% | 13.00% | ' |
Accounts Receivable, Gross | $1,792,000 | ' | $1,792,000 | ' | $699,000 |
Accounts Receivables, Percentage | 38.00% | ' | 38.00% | ' | 20.00% |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Term Loan | $13,000,000 | $12,579,000 |
Seller Note | 6,244,000 | 6,306,000 |
Contingent obligation - Seller | 6,366,000 | 11,466,000 |
Other long term liabilities | 60,000 | 45,000 |
Total | 25,670,000 | 30,396,000 |
Current portion | 6,244,000 | 1,350,000 |
Total long term liabilities | $19,426,000 | $29,046,000 |
Debt_Details_1
Debt (Details 1) | 9 Months Ended |
Sep. 30, 2013 | |
Prior to September 29, 2013 [Member] | ' |
Applicable Premium | 2.00% |
Prior To September 29, 2014 [Member] | ' |
Applicable Premium | 1.00% |
On Or After September 29, 2014 [Member] | ' |
Applicable Premium | 0.00% |
Debt_Details_2
Debt (Details 2) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
October 1, 2014, January 1, 2015, April 1, 2015 and July 1, 2015 [Member] | ' |
Amount Of Principal Payment | $250,000 |
October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016 [Member] | ' |
Amount Of Principal Payment | 625,000 |
October 1, 2016, January 1, 2017, April 1, 2017 and July, 2017 [Member] | ' |
Amount Of Principal Payment | 750,000 |
October 1, 2017, January 1, 2018 and April 1, 2018 [Member] | ' |
Amount Of Principal Payment | 875,000 |
July 1, 2018 [Member] | ' |
Amount Of Principal Payment | $3,875,000 |
Debt_Details_3
Debt (Details 3) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Third Royalty Target Period [Member] | ' |
ROYALTY TARGET | $22,000,000 |
EARN-OUT VALUE | 7,500,000 |
ROYALTY TARGET PERIODS | 'October 1, 2013 to September 30, 2014 |
Fourth Royalty Target Period [Member] | ' |
ROYALTY TARGET | 24,000,000 |
EARN-OUT VALUE | $7,500,000 |
ROYALTY TARGET PERIODS | 'October 1, 2014 to September 30, 2015 |
Applicable Less than 76% [Member] | ' |
% OF EARN-OUT VALUE EARNED | 0.00% |
Applicable 76% up to 80% [Member] | ' |
% OF EARN-OUT VALUE EARNED | 40.00% |
Applicable 80% up to 90% [Member] | ' |
% OF EARN-OUT VALUE EARNED | 70.00% |
Applicable 90% up to 95% [Member] | ' |
% OF EARN-OUT VALUE EARNED | 80.00% |
Applicable 95% up to 100% [Member] | ' |
% OF EARN-OUT VALUE EARNED | 90.00% |
Applicable 100% or Greater [Member] | ' |
% OF EARN-OUT VALUE EARNED | 100.00% |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 29, 2011 | Sep. 30, 2013 | Sep. 29, 2011 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Seller Note [Member] | Seller Note [Member] | Seller Note [Member] | Earn-Out Obligation [Member] | Earn-Out Obligation [Member] | QVC Inc [Member] | Hapoalim B.M [Member] | ||||||
Midmarket Capital Partners Llc [Member] | ||||||||||||
Long-term Debt, Principal Payments | ' | ' | ' | ' | ' | ' | ' | $13,500,000 | ' | ' | ' | ' |
Long-term Debt, Contingent Payment of Principal or Interest | ' | ' | 'The principal amount of the Loan was payable quarterly as follows: 2.5% on January 5, 2013 through October 5, 2013; 3.75% on January 5, 2014 through October 5, 2014; 6.25% on January 5, 2015 through October 5, 2015; 12.5% on January 5, 2016 through the maturity date, which is the date that is 5 years after the Closing Date. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.50% | ' | 8.50% | ' | ' | ' | ' | ' | ' | ' | ' | 4.44% |
Long Term Debt Other | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Long-term Debt, Total | ' | ' | 13,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | 13,000,000 |
Debt Instrument, Description | ' | ' | 'Company shall prepay the outstanding amount of the New Loan from excess cash flow (“Cash Flow Recapture”) for each fiscal year commencing year ending December 31, 2014 in arrears in an amount equal to twenty percent (20%) of such Cash Flow Recapture. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gains (Losses) on Extinguishment of Debt | -1,351,000 | 0 | -1,351,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Deferred Costs And Discount | 381,000 | ' | 381,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
prepayment fee of debt | ' | ' | 781,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | '(i) the fair market value of the Common Stock on the Subsequent Seller Maturity Date and (ii) $4.50, subject to certain adjustments. If the maturity date of the Seller Note is extended, we will also have the option to repay the outstanding principal amount of the Seller Note on the Subsequent Seller Maturity Date in cash or by issuing the number of shares of Common Stock obtained by dividing the principal amount of the Seller Note outstanding on the Subsequent Seller Maturity Date by the fair market value of the Common Stock on the Seller Maturity Date. In addition, at any time the Seller Note is outstanding, the Company has the right to convert the Seller Note, in whole or in part, into the number of shares of Common Stock obtained by dividing the principal amount to be converted by the fair market value of the Common Stock at the time of the conversion, so long as the fair market value of our Common Stock is at least $4.50. | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | 7,377,000 | ' | ' | ' | ' | ' | ' |
Stated Interest Rate on Note Payable | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate | ' | ' | ' | ' | ' | 9.25% | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | 1,740,000 | ' | ' | ' | ' | ' | ' |
Unamortization of Debt Discount (Premium) | ' | ' | 633,000 | ' | 1,071,000 | ' | ' | ' | ' | ' | ' | ' |
Imputed Annual Interest Rate | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' |
Initial Outstanding Value of Long-term Debt or Borrowing | ' | ' | ' | ' | ' | 5,637,000 | ' | ' | ' | ' | ' | ' |
Initial Prepaid Interest | ' | ' | ' | ' | ' | 123,000 | ' | ' | ' | ' | ' | ' |
Other Notes Payable, Current | 6,244,000 | ' | 6,244,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Notes Payable, Noncurrent | 6,244,000 | ' | 6,244,000 | ' | 6,306,000 | ' | ' | ' | ' | ' | ' | ' |
Exercise Price of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | ' | ' |
Royalty Earn Out Value | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' |
Earn Out Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,766,000 | ' |
Business Acquisitions, Net Royalty Income | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' |
Business Acquisition, Description of Acquired Entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty days prior to the time of such issuance (the “QVC Earn-Out”). The current term of the QVC Agreement runs through September 30, 2015. | ' |
Business Acquisition, Contingent Consideration, at Fair Value | 6,366,000 | ' | 6,366,000 | ' | 11,466,000 | ' | ' | ' | 3,600,000 | 8,700,000 | ' | ' |
Interest Expense, Debt | 189,000 | 286,000 | 738,000 | 858,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Gain on Reduction of Contingent Obligations | 5,100,000 | ' | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepayment Fee Percentage | 1.50% | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from (Repayments of) Other Long-term Debt | ($500,000) | ' | ($500,000) | $0 | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2013 | ||
Expected Volatility | 22.00% | [1] |
Expected Dividend Yield | 0.00% | |
Expected Life (Term) | '2 years 6 months | [2] |
Risk-Free Interest Rate | 0.39% | |
Equity Option [Member] | ' | |
Expected Volatility Rate, Minimum | 22.00% | [1] |
Expected Volatility Rate, Maximum | 42.00% | [1] |
Expected Dividend Yield | 0.00% | |
Risk-Free Interest Rate, Minimum | 0.39% | |
Risk-Free Interest Rate, Maximum | 0.98% | |
Minimum [Member] | Equity Option [Member] | ' | |
Expected Life (Term) | '2 years 6 months | [2] |
Maximum [Member] | Equity Option [Member] | ' | |
Expected Life (Term) | '5 years 9 months | [2] |
[1] | Due to the Companybs limited trading activity, the Company used the average volatility of similar companies in its industry. | |
[2] | Due to the Companybs limited history, the expected life of options was calculated using the bsimplified methodb in accordance with Staff Accounting Bulletin (bSABb) Topic 14.02 in accordance with SAB 110. |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Options, Outstanding at January 1, 2013 | 345,000 |
Options, Granted | 0 |
Options, Canceled | 0 |
Options, Exercised | 0 |
Options, Expired/Forfeited | -1,375 |
Options, Outstanding at September 30, 2013 | 343,625 |
Options, Exercisable at September 30, 2013 | 213,483 |
Weighted-Average Exercise Price, Outstanding at January 1, 2013 | $4.54 |
Weighted-Average Exercise Price, Granted | $0 |
Weighted-Average Exercise Price Canceled | $0 |
Weighted-Average Exercise Price, Exercised | $0 |
Weighted-Average Exercise Price, Expired/Forfeited | $3.55 |
Weighted-Average Exercise Price, Outstanding at September 30, 2013 | $4.55 |
Weighted-Average Exercise Price, Exercisable at September 30, 2013 | $4.64 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Warrant [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Warrant [Member] | ' |
Warrants, Outstanding at January 1, 2013 | 1,132,043 |
Warrants, Granted (See private offering of equity securities above) | 312,500 |
Warrants, Canceled | 0 |
Warrants, Exercised | 0 |
Warrants, Expired/Forfeited | 0 |
Warrants, Outstanding at September 30, 2013 and expected to vest | 1,444,543 |
Warrants, Exercisable at September 30, 2013 | 1,444,543 |
Weighted-Average Exercise Price, Outstanding at January 1, 2013 | $2.47 |
Weighted-Average Exercise Price, Granted (See private offering of equity securities above) | $5 |
Weighted-Average Exercise Price, Canceled | $0 |
Weighted-Average Exercise Price, Exercised | $0 |
Weighted-Average Exercise Price, Expired/Forfeited | $0 |
Weighted-Average Exercise Price, Outstanding at September 30, 2013 and expected to vest | $3.01 |
Weighted-Average Exercise Price, Exercisable at September 30, 2013 | $3.01 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Restricted Stock [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
Restricted Stock [Member] | ' |
Restricted Shares, Outstanding at January 1, 2013 | 964,607 |
Restricted Shares, Granted | 1,399,750 |
Restricted Shares, Canceled | 0 |
Restricted Shares, Vested | -16,868 |
Restricted Shares, Expired/Forfeited | 0 |
Restricted Shares, Outstanding at September 30, 2013 | 2,347,489 |
Weighted-Average Grant Date Fair Value, Outstanding at January 1, 2013 | $3 |
Weighted-Average Grant Date Fair Value, Granted | $3.86 |
Weighted-Average Grant Date Fair Value, Canceled | $0 |
Weighted-Average Grant Date Fair Value, Vested | $3 |
Weighted-Average Grant Date Fair Value, Expired/Forfeited | $0 |
Weighted-Average Grant Date Fair Value, Outstanding at September 30, 2013 | $3.51 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 0 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | |||||||||||||||||||||||||||||||
Jun. 05, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Apr. 30, 2013 | Jun. 05, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Apr. 30, 2013 | Nov. 15, 2012 | Jun. 01, 2012 | Apr. 17, 2012 | Sep. 30, 2013 | Apr. 17, 2012 | Sep. 30, 2013 | Apr. 17, 2012 | Sep. 30, 2013 | Apr. 17, 2012 | Jun. 01, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | Apr. 30, 2013 | 1-May-13 | Nov. 15, 2012 | 31-May-12 | Apr. 17, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Apr. 17, 2012 | 1-May-13 | 1-May-13 | Apr. 30, 2013 | Nov. 15, 2012 | Jun. 01, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 01, 2012 | Apr. 30, 2013 | Apr. 30, 2013 | 31-May-12 | |
Management [Member] | Management [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Licensee Warrants [Member] | Licensee Warrants [Member] | Licensee Warrants [Member] | Licensee Warrants [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | Equity Incentive Plan 2011 [Member] | ||||
Maximum [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Equity Option [Member] | November 15 2012 [Member] | May 15 2013 [Member] | May 15 2013 [Member] | May 15 2014 [Member] | May 15 2014 [Member] | December 1 2012 [Member] | September 30 2013 [Member] | March 31 2014 [Member] | March 31 2015 [Member] | November 15 2013 [Member] | November 15 2013 [Member] | April 30 2014 [Member] | April 30 2015 [Member] | December 1 2012 [Member] | December 1 2012 [Member] | March 31 2014 [Member] | March 31 2015 [Member] | Non Executive Employees [Member] | |||||||||||||||||||||||||||||||||||||
Common Stock, Shares, Issued | ' | 10,167,427 | 7,339,979 | ' | 1,428,573 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,270,000 | ' | 242,775 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 29,750 | ' | ' | 50,000 | ' | ' | ' | ' | ' | 100,000 | ' | 138,335 | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 195,000 | ' | ' | ' | ' | 1,025,000 | 551,747 | ' | 38,765 | ' | 242,775 | 1,075,000 | ' | ' | ' | ' | ' | ' | ' | 25,084 | 50,000 | ' | ' | ' | ' | ' | ' | 67,472 | 138,335 | ' | ' | ' |
Options, Shares expected to vest after December 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,500 | ' | 37,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 509,488 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,916 | ' | ' | ' | ' | ' | ' | ' | 70,863 | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,623 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,540 | ' | ' | ' | ' | ' | ' | ' | ' | 18,870 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 105,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted Stock Award Exercise Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Share Based Payment Award Vested In Year One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | 50.00% | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' |
Percentage Of Share Based Payment Award Vested In Year Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | 50.00% | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Forfeited In Period | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26,750 |
Allocated Share-based Compensation Expense | ' | ' | ' | ' | ' | 11,000 | 11,000 | 33,000 | 33,000 | ' | ' | ' | ' | ' | 19,000 | 23,000 | 58,000 | 51,000 | 2,266,000 | 2,043,000 | 4,562,000 | 3,479,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Share Based Compensation Expenses For Next 7 Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000 | ' | 22,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Share Based Compensation Expenses For Next 15 Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 823,000 | ' | 823,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Amount Expected To Be Expensed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 186,000 | ' | 186,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Issued Shares Former Equity Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Issued Value Per Share Former Equity Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $728 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued for the Purchase of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount On Licensing Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | 1,000 | 3,000 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Amount Expected To Be Amortized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,931,215 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | 3,719,959 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | ' | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | $3.86 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | $3.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price of Warrants | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Basic | 10,167,769 | 7,517,151 | 8,892,303 | 6,772,244 |
Diluted | 10,753,850 | 7,517,151 | 9,478,787 | 6,772,244 |
Warrant [Member] | ' | ' | ' | ' |
Effect of exercise of warrants/options | 581,840 | ' | 581,840 | ' |
Equity Option [Member] | ' | ' | ' | ' |
Effect of exercise of warrants/options | 4,241 | ' | 4,644 | ' |
Earnings_Per_Share_Details_1
Earnings Per Share (Details 1) (Employee Stock Option [Member]) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Stock Option [Member] | ' | ' | ' | ' |
Stock options and warrants | 1,126,925 | 580,825 | 949,498 | 658,208 |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Federal statutory rate | 34.00% | ' | 34.00% | ' |
State income taxes, net of federal benefit | 7.20% | ' | 7.20% | ' |
Gain on reduction of earn-out | -92.50% | ' | -677.20% | ' |
Change in state rate | 15.20% | ' | 111.30% | ' |
Fin 18 Adjustment | -1.50% | ' | -4.90% | ' |
Other | 0.30% | ' | 5.60% | ' |
Income tax benefit | -37.30% | -51.50% | -524.00% | -23.80% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Effective Income Tax Rate, Continuing Operations | -37.30% | -51.50% | -524.00% | -23.80% |
Gain On Reduction Of Contingent Obligations | $5.10 | ' | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Revenues | ' | ' | ' | ' | ' |
Net licensing revenue | $3,075,000 | $2,765,000 | $8,863,000 | $7,815,000 | ' |
Design and service fee income | 714,000 | 960,000 | 1,288,000 | 1,614,000 | ' |
Design and licensing revenues | 3,789,000 | 3,725,000 | 10,151,000 | 9,429,000 | ' |
Retail sales | 130,000 | 0 | 162,000 | 0 | ' |
Total revenues | 3,919,000 | 3,725,000 | 10,313,000 | 9,429,000 | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | 2,657,000 | -426,000 | 1,733,000 | -548,000 | ' |
Property and equipment: | ' | ' | ' | ' | ' |
Total capital expenditures | 53,000 | 19,000 | 268,000 | 110,000 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 45,440,000 | ' | 45,440,000 | ' | 45,835,000 |
Total property and equipment | 1,115,000 | ' | 1,115,000 | ' | 1,113,000 |
Design And Licensing [Member] | ' | ' | ' | ' | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | 2,797,000 | -426,000 | 1,966,000 | -548,000 | ' |
Property and equipment: | ' | ' | ' | ' | ' |
Total capital expenditures | 30,000 | 19,000 | 127,000 | 110,000 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 45,440,000 | ' | 45,440,000 | ' | 45,835,000 |
Total property and equipment | 984,000 | ' | 984,000 | ' | 1,113,000 |
Retail [Member] | ' | ' | ' | ' | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | -140,000 | 0 | -233,000 | 0 | ' |
Property and equipment: | ' | ' | ' | ' | ' |
Total capital expenditures | 23,000 | 0 | 141,000 | 0 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 0 | ' | 0 | ' | 0 |
Total property and equipment | $131,000 | ' | $131,000 | ' | $0 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||
Jun. 05, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Jul. 10, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Aug. 02, 2011 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 29, 2011 | Jun. 05, 2013 | Sep. 30, 2013 | |
Todd Slater [Member] | Todd Slater [Member] | Todd Slater [Member] | Todd Slater [Member] | Todd Slater [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Jones Texas, Inc [Member] | Jones Texas, Inc [Member] | Jones Texas, Inc [Member] | Jones Texas, Inc [Member] | Earthbound, Llc [Member] | Threadstone Advisors, LLC [Member] | DiSanto Trust [Member] | |||||
Commission Rate to Related Party | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' |
Fees Earned Separate from Buy Out Payment | ' | ' | ' | ' | ' | $12,000 | $10,000 | $35,000 | $18,000 | ' | $4,000 | $3,000 | $14,000 | $8,000 | $0 | $1,000 | $0 | $2,000 | ' | $280,000 | ' |
Due from Related Parties | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' |
Repayments of Related Party Debt | ' | 37,500 | ' | 75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Separately Recognized Transactions, Expenses and Losses Recognized | ' | 26,000 | ' | 80,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | 114,000 | 68,000 | 163,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Stock Issued During Period, Shares, Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 285,715 |
Stock Issued During Period, Shares, Purchase Of Warrants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 62,500 |
Proceeds from Issuance of Common Stock | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,003 |
Related Party Transaction, Purchases from Related Party | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,300 | ' | ' | ' | ' |
Warrants Exercise Price One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction Amounts Of Transaction One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercise Price Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction Amounts Of Transaction Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Related Party Transaction Amounts Of Transaction Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Class Of Warrant Or Rights Expired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2-Aug-16 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Vested During First Milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Vested During Second Milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,500 | ' | $2,500 | ' | ' | ' | ' | ' | ' | ' | ' |