Debt | 6 Months Ended |
Jun. 30, 2014 |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
6 | Debt | | | | | | | | | | | | |
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The Company’s net carrying amount of debt is comprised of the following: |
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| | June 30, | | December 31, | | | | | | | |
2014 | 2013 | | | | | | |
IM Term Loan | | $ | 13,000,000 | | $ | 13,000,000 | | | | | | | |
JR Term Loan | | | 9,000,000 | | | – | | | | | | | |
IM Seller Note | | | 5,203,000 | | | 5,045,000 | | | | | | | |
JR Seller Notes | | | 4,240,000 | | | – | | | | | | | |
Contingent obligation – IM Seller | | | 5,766,000 | | | 6,681,000 | | | | | | | |
Contingent obligation – JR Seller | | | 3,786,000 | | | – | | | | | | | |
Total | | | 40,995,000 | | | 24,726,000 | | | | | | | |
Current portion | | | 1,875,000 | | | 565,000 | | | | | | | |
Total long-term debt | | $ | 39,120,000 | | $ | 24,161,000 | | | | | | | |
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IM Term Loan |
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On August 1, 2013, IM Brands entered into a $13.0 million 5-year term loan with BHI (the “IM Term Loan”). On April 3, 2014, in connection with entering into the JR Term Loan (as defined below) and the Ripka Brand acquisition, the Company amended the IM Term Loan. The IM Term 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. The obligations under the IM Term Loan are also guaranteed by the Company. Scheduled principal payments are as follows: |
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Date of Payment | | Amount of | | | | | | | | | | |
Principal | | | | | | | | | |
Payment | | | | | | | | | |
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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 | | | | | | | | | | |
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In addition, on and after January 1, 2015, IM Brands shall repay an amount equal to fifty percent (50%) of Cash Flow Recapture (as defined below) until such time as principal payments received by BHI for the IM Term Loan and the JR Term Loan (as defined below) are equal to or greater than $1 million in the aggregate (other than a result of scheduled payments), thereafter IM Brands will then begin to repay twenty percent (20%). 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 IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period. |
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Financial Covenants. The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the IM Term Loan. In addition,: |
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| · | Minimum EBITDA (as defined in the BHI loan documents) of IM Brands shall not be less than $6,000,000 for the fiscal year ending December 31, 2014, not less than $9,000,000 for the fiscal year ending December 31, 2015, not less than $11,000,000 for the fiscal year ending December 31, 2016 and not less than $12,500,000 for the fiscal year ending December 31, 2017 and each fiscal year end thereafter. EBITDA for IM Brands shall exclude allocated corporate overhead; | | | | | | | | | | | |
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| · | Minimum EBITDA of the Company shall not be less than $5,500,000 for the fiscal year ending December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $11,000,000 for the fiscal year ending on December 31, 2016 and not less than $12,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter; | | | | | | | | | | | |
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| · | Capital expenditures of the Company and its Subsidiaries on a consolidated basis in any fiscal year shall not exceed $1.3 million; | | | | | | | | | | | |
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| · | $31 million of minimum net worth to be maintained by the Company at all times; | | | | | | | | | | | |
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| · | $3 million of minimum liquidity covenants to be maintained by the Company at all times. | | | | | | | | | | | |
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As of June 30, 2014, the Company and IM Brands were in full compliance with all of the covenants under the IM Term Loan. |
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JR Term Loan |
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On April 3, 2014, the Company entered into a $9 million 5-year term loan with BHI (the “JR Term Loan”). The JR Term Loan is secured by all of the assets of JR Licensing and a guarantee from Xcel secured by a pledge of Xcel’s membership interest in JR Licensing and by a guarantee from IM Brands, secured by a pledge of all of IM Brands’ assets. The JR Term Loan bears interest at an annual variable rate of either, LIBOR plus 3.5% or Prime plus 0.50%, at JR Licensing’s option, payable, if the JR Term Loan is bearing interest based on LIBOR, on the last business day of the applicable interest period and, if the JR Term Loan is bearing interest based on Prime, quarterly in arrears on the first day of each calendar quarter. Scheduled quarterly principal payments are as follows: |
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Date of Payment | | Amount of | | | | | | | | | | |
Principal | | | | | | | | | |
Payment | | | | | | | | | |
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April 1, 2015, July 1, 2015, October 1, 2015 and January 1, 2016 | | $ | 375,000 | | | | | | | | | | |
April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 | | $ | 625,000 | | | | | | | | | | |
April 1, 2017, July 1, 2017, October 1, 2017 and January 1, 2018 | | $ | 750,000 | | | | | | | | | | |
April 1, 2018, July 1, 2018, October 1, 2018 and January 1, 2019 | | $ | 500,000 | | | | | | | | | | |
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In addition, JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the “JR Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. JR 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 JR Loan) paid or payable during such period less (c) the portion of the holdback amount paid or payable pursuant to the Purchase Agreement during such period less (d) payments made during such period by JR Licensing to Xcel equal to the estimated tax liability of Xcel resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of JR Licensing. JR Licensing also executed a guaranty of the IM term Loan, secured by a pledge of all of JR Licensing’s assets. |
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Financial Covenants. The Company is required to maintain; |
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| · | minimum fixed charge ratio (as defined in the BHI loan documents), of 1.20 to 1.00 for the periods ending on or prior to December 31, 2015 and not less than 1.10 to 1.00 for periods commencing on and after March 31, 2016; | | | | | | | | | | | |
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| · | minimum EBITDA (as defined in the BHI loan documents), not be less than $5,500,000 for the fiscal year ending December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $11,000,000 for the fiscal year ending on December 31, 2016 and not less than $12,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter; | | | | | | | | | | | |
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| · | Capital expenditures on a consolidated basis in any fiscal year shall not exceed $1.3 million; | | | | | | | | | | | |
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| · | $31 million of minimum net worth to be maintained at all times; | | | | | | | | | | | |
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| · | $3 million of minimum liquidity covenants to be maintained at all times; and | | | | | | | | | | | |
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| · | other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the JR Term Loan. | | | | | | | | | | | |
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In addition, JR Licensing is required to maintain minimum EBITDA of $3 million for the fiscal year ending December 31, 2014, not less than $4 million for the fiscal year ending December 31, 2015 and not less than $5 million for the fiscal year ending December 31, 2016 and each fiscal year end thereafter. EBITDA for JR licensing shall exclude allocated corporate overhead. As of June 30, 2014, the Company and JR Licensing were in full compliance with all of the covenants under the JR Term Loan. |
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IM Seller Note |
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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 (“IM Ready”) a promissory note (the “IM Seller Note”) in the principal amount of $7,377,000. The stated interest rate of the IM Seller Note is 0.25%. Management determined that this rate was below the Company’s expected borrowing rate, which was then estimated at 9.25%. Therefore, the Company discounted the IM 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 IM Seller Note. The imputed interest amount is being amortized over the term of the IM Seller Note and recorded as other interest and finance expense on the Company’s unaudited condensed consolidated statements of operations. |
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On December 24, 2013, the IM Seller Note was amended (1) revising the Maturity Date to September 30, 2016 (the “Amended Maturity Date”), (2) revising the Subsequent Maturity Date to September 30, 2018 (the “Amended Subsequent Maturity Date”), (3) providing the Company with a prepayment right with its Common Stock, subject to remitting in cash the required cash payments set forth below and a minimum Common Stock price of $4.50 per share and (4) requiring interim scheduled payments. Scheduled principal payments (including amortization of imputed interest) are as follows: |
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Payment Date | | Payment | | Amount | | Amount | | Amount | |
Amount | Payable in | Payable in | Payable in |
| Cash (i) | Cash with | Stock (iii) |
| | Restrictions (ii) | |
24-Dec-13 | | $ | 1,500,000 | | $ | 1,500,000 | | $ | – | | | – | |
31-Jan-15 | | $ | 750,000 | | $ | 500,000 | | $ | 250,000 | | | 250,000 | |
31-Jan-16 | | $ | 750,000 | | $ | – | | $ | 750,000 | | | 750,000 | |
30-Sep-16 | | $ | 4,377,432 | | $ | – | | $ | – | | | 4,377,432 | |
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| (i) | $1,500,000 was paid prior to December 31, 2013. | | | | | | | | | | | |
| (ii) | Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. | | | | | | | | | | | |
| (iii) | This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above. | | | | | | | | | | | |
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The stated interest rate of the IM Seller Note remains at 0.25%. Management has determined that the Company’s expected borrowing rate as of the date of the amendment was 6.44%. Based on the revised payment schedule and the change in the Company’s expected borrowing rate, the Company has increased the IM Seller Note discount by $337,000, and accordingly reduced the carrying value of the IM Seller Note. Management has determined that the amendment to the IM Seller Note was in conjunction with an amendment to the contingent obligation to IM Ready (the “Earn-out Obligation”) and the reduction to the carrying value of the Seller Note was recorded as part of the gain on reduction of contingent obligations in the Company’s December 31, 2013 consolidated statement of operations. |
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For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $85,000 and $156,000, respectively, which includes amortization of the discount on the IM Seller Note of $80,000 and $146,000, respectively. For the Current Six Months and the Prior Year Six Months, the Company incurred interest expense of $168,000 and $310,000, respectively, which includes amortization of the discount on the IM Seller Note of $158,000 and $389,000, respectively. The IM Seller Note balance, net of discount, at June 30, 2014 and December 31, 2013 was $5,203,000 and $5,045,000, respectively. |
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JR Seller Notes |
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On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka $6.0 million principal amount JR Seller Notes. The JR Seller Notes have a term of five years from the date of issuance, are payable in cash or shares of Xcel Common Stock valued at the time of payment, at the Company’s option, and with a floor price of $7.00 per share if paid in stock, with Ripka having certain rights to extend the maturity of the JR Seller Notes in the event the Company’s stock is trading at a price of less than $7.00 per share. |
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Management determined that its expected borrowing rate is estimated to be 7.33% and has, therefore, discounted the JR Seller Notes by $1,835,000 using a 7.33% imputed annual interest rate, resulting in an initial value of $4,165,000. The imputed interest amount is being amortized over the term of the JR Seller Notes and recorded as other interest and finance expense on the Company’s unaudited condensed consolidated statements of operations. |
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For the Current Quarter and the Current Six Months, the Company incurred interest expense of $75,000 which consists solely of amortization of the discount on the JR Seller Notes. The JR Seller Notes balance, net of discount, at June 30, 2014 was $4,240,000. |
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Contingent Obligations |
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IM Earn-out obligation |
IM Ready may earn additional shares of Common Stock with a value of up to $7,500,000 (the “Earn-Out Value”) for the 12-month period ending September 30, 2015, with the number of shares to be issued based upon the greater of (i) $4.50 per share and (ii) the average stock price for the last twenty days in such period, and with such earn-out payment contingent upon the Isaac Mizrahi Business achieving the net royalty income target set forth below (the “Earn-Out Obligation”). On December 24, 2013, the Company and IM Ready amended the terms of the Earn-Out Obligation and eliminated the additional consideration for the fiscal year ending September 30, 2014 and the Company made a one-time cash payment of $315,000 to IM Ready in March 2014. The Earn-Out Obligation is recorded as $3.0 million and $3.6 million long-term debt at June 30, 2014 and December 31, 2013, respectively, and $0.3 million as a current liability at December 31, 2013, on the condensed consolidated balance sheets. |
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The additional $0.6 million reduction was recorded as a gain on reduction of contingent obligations in the Company’s unaudited condensed consolidated statements of operations in the Current Quarter and the Current Six 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 recorded earn-out obligation was reduced as a result of the timing of projected future net royalty income of the Isaac Mizrahi Business, therefore diminishing the probability of achieving the remaining royalty target. This adjustment resulted from the Company having better visibility in its 2015 royalties given current Isaac Mizrahi Brand product sales information. |
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Any future change in the Earn-Out Obligation will result in an expense or income in the period in which it is determined the fair market value of the carrying value has changed. The royalty targets and percentage of the potential earn-out value are as follows: |
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ROYALTY TARGET PERIOD | | ROYALTY | | EARN-OUT | | | | | | | |
TARGET | VALUE | | | | | | |
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Royalty Target Period (October 1, 2014 to September 30, 2015) | | $ | 24,000,000 | | $ | 7,500,000 | | | | | | | |
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IM Ready 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. |
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APPLICABLE | | % OF | | | | | | | | | | | |
PERCENTAGE | EARN-OUT | | | | | | | | | | |
| 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 | % | | | | | | | | | | |
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The Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), 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. |
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IM QVC Earn-Out |
The Company is obligated to pay IM Ready $2.8 million, payable in cash or Common Stock, at the Company’s option, contingent upon IM Brands receiving aggregate net royalty income of at least $2.5 million from QVC 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’). 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 "Distinguishing Liabilities from Equity", the QVC 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. 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. |
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Ripka Earn-Out |
In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $5 million in aggregate (the “Ripka Earn-Out”), payable in cash or shares of the Company’s Common Stock based on the fair market value of our Common Stock at the time of payment, and with a floor of $7.00 per share, based on the Ripka Brand achieving in excess of $1 million of net royalty income during each of the 12-month periods beginning on October 1, 2015 and ending on October 1, 2018, less the sum of all earn out payments for any prior earn-out period. Net royalty income shall not include any revenues generated by direct-response television sales or any revenue accelerated as a result of termination. The Ripka Earn-Out of $3.79 million is recorded as long-term debt at June 30, 2014 on the condensed consolidated balance sheets based on the difference between the fair value of the assets of the Ripka Brand acquired and the total consideration paid. |
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In accordance with ASC Topic 480, 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. |
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As of June 30, 2014 and December 31, 2013, total contingent obligations were $9.6 million and $6.7 million, respectively. |
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