Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 14, 2014 | |
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 | ' | 11,999,454 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash and cash equivalents | $5,532,000 | $7,461,000 |
Accounts receivable, net | 5,369,000 | 3,541,000 |
Inventory | 409,000 | 70,000 |
Prepaid expenses | 495,000 | 477,000 |
Total current assets | 11,805,000 | 11,549,000 |
Property and Equipment: | ' | ' |
Leasehold improvements, furniture and equipment | 2,566,000 | 1,922,000 |
Less: accumulated depreciation | 1,117,000 | 769,000 |
Total property and equipment | 1,449,000 | 1,153,000 |
Other Assets: | ' | ' |
Trademarks and other intangibles, net | 69,692,000 | 45,308,000 |
Goodwill | 12,371,000 | 12,371,000 |
Deferred finance costs, net | 381,000 | 199,000 |
Other assets | 289,000 | 344,000 |
Total other assets | 82,733,000 | 58,222,000 |
Total Assets | 95,987,000 | 70,924,000 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses | 2,892,000 | 1,289,000 |
Deferred revenue | 422,000 | 491,000 |
Other current liabilities | 2,277,000 | 66,000 |
Current portion of long-term debt | 2,500,000 | 565,000 |
Total current liabilities | 8,091,000 | 2,411,000 |
Long-Term Liabilities: | ' | ' |
Long-term debt, less current portion | 38,652,000 | 24,161,000 |
Deferred tax liabilities | 7,678,000 | 8,918,000 |
Other long-term liabilities | 120,000 | 57,000 |
Total long-term liabilities | 46,450,000 | 33,136,000 |
Total Liabilities | 54,541,000 | 35,547,000 |
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, 11,999,454 and 10,005,509 issued and outstanding at September 30, 2014 and December 31, 2013, respectively | 12,000 | 10,000 |
Paid-in capital | 37,390,000 | 30,843,000 |
Retained earnings | 4,044,000 | 4,524,000 |
Total stockholders' equity | 41,446,000 | 35,377,000 |
Total Liabilities and Stockholders' Equity | $95,987,000 | $70,924,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
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 | 11,999,454 | 10,005,509 |
Common stock, shares outstanding | 11,999,454 | 10,005,509 |
Unaudited_Condensed_Consolidat
Unaudited Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenues | ' | ' | ' | ' |
Net licensing revenue | $5,092,000 | $3,075,000 | $13,821,000 | $8,863,000 |
Design and service fee revenue | 286,000 | 714,000 | 1,161,000 | 1,288,000 |
Net retail sales | 235,000 | 130,000 | 381,000 | 162,000 |
Total revenues | 5,613,000 | 3,919,000 | 15,363,000 | 10,313,000 |
Cost of goods sold | 242,000 | 61,000 | 354,000 | 74,000 |
Gross profit | 5,371,000 | 3,858,000 | 15,009,000 | 10,239,000 |
Operating expenses | ' | ' | ' | ' |
Salaries, benefits and employment taxes | 2,603,000 | 1,646,000 | 7,325,000 | 4,713,000 |
Other design and marketing costs | 411,000 | 39,000 | 767,000 | 325,000 |
Other selling, general and administrative expenses | 846,000 | 748,000 | 2,445,000 | 1,902,000 |
Stock-based compensation | 932,000 | 2,295,000 | 4,319,000 | 4,652,000 |
Depreciation and amortization | 265,000 | 222,000 | 756,000 | 663,000 |
Total operating expenses | 5,057,000 | 4,950,000 | 15,612,000 | 12,255,000 |
Other expenses (income) | ' | ' | ' | ' |
Loss on extinguishment of debt | 0 | 1,351,000 | 0 | 1,351,000 |
Gain on reduction of contingent obligation | 0 | -5,100,000 | -600,000 | -5,100,000 |
Total other expenses (income) | 0 | -3,749,000 | -600,000 | -3,749,000 |
Operating income (loss) | 314,000 | 2,657,000 | -3,000 | 1,733,000 |
Interest and finance expense | ' | ' | ' | ' |
Interest expense - term debt | 227,000 | 189,000 | 597,000 | 738,000 |
Other interest and finance charges | 187,000 | 196,000 | 464,000 | 685,000 |
Total interest and finance expense | 414,000 | 385,000 | 1,061,000 | 1,423,000 |
Income (loss) before income taxes | -100,000 | 2,272,000 | -1,064,000 | 310,000 |
Income tax benefit | -166,000 | -847,000 | -584,000 | -1,626,000 |
Net income (loss) | $66,000 | $3,119,000 | ($480,000) | $1,936,000 |
Net income (loss) per share: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.01 | $0.31 | ($0.04) | $0.22 |
Diluted (in dollars per share) | $0.01 | $0.29 | ($0.04) | $0.20 |
Weighted average number of common shares outstanding: | ' | ' | ' | ' |
Basic (in shares) | 12,021,614 | 10,167,769 | 11,526,277 | 8,892,303 |
Diluted (in shares) | 13,034,169 | 10,753,850 | 11,526,277 | 9,478,787 |
Unaudited_Condensed_Consolidat1
Unaudited Condensed Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balances at Dec. 31, 2013 | $35,377,000 | $10,000 | $30,843,000 | $4,524,000 |
Balances (in shares) at Dec. 31, 2013 | ' | 10,005,509 | ' | ' |
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures | 1,000 | 1,000 | 0 | 0 |
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures (in shares) | ' | 1,453,850 | ' | ' |
Issuance of Common Stock in connection with asset acquisition | 2,286,000 | 1,000 | 2,285,000 | 0 |
Issuance of Common Stock in connection with asset acquisition (in shares) | ' | 571,429 | ' | ' |
Compensation expense in connection with stock options, warrants and restricted stock | 4,319,000 | 0 | 4,319,000 | 0 |
Shares repurchased on vesting of restricted stock | -63,000 | 0 | -63,000 | 0 |
Shares repurchased on vesting of restricted stock (in shares) | ' | -42,000 | ' | ' |
Shares issued on exercise of stock options | 6,000 | 0 | 6,000 | 0 |
Shares issued on exercise of stock options (in shares) | ' | 10,666 | ' | ' |
Net loss for the nine months ended September 30, 2014 | -480,000 | 0 | 0 | -480,000 |
Balances at Sep. 30, 2014 | $41,446,000 | $12,000 | $37,390,000 | $4,044,000 |
Balances (in shares) at Sep. 30, 2014 | ' | 11,999,454 | ' | ' |
Unaudited_Condensed_Consolidat2
Unaudited Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($480,000) | $1,936,000 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Depreciation and amortization expense | 756,000 | 663,000 |
Amortization of deferred finance costs | 56,000 | 77,000 |
Stock-based compensation | 4,319,000 | 4,652,000 |
Allowance for doubtful accounts | -2,000 | 45,000 |
Amortization of seller note discount | 392,000 | 438,000 |
Amortization of senior note discount | 0 | 139,000 |
Deferred income tax benefit | -1,239,000 | -1,515,000 |
Loss on extinguishment of debt | 0 | 1,351,000 |
Gain on reduction of contingent obligations | -600,000 | -5,100,000 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -1,826,000 | -1,305,000 |
Inventory | -339,000 | -90,000 |
Prepaid expenses and other assets | 37,000 | 23,000 |
Accounts payable and accrued expenses | 1,666,000 | -325,000 |
Deferred revenue | -69,000 | -3,000 |
Other liabilities | 21,000 | -53,000 |
Net cash provided by operating activities | 2,692,000 | 933,000 |
Cash flows used in investing activities | ' | ' |
Cash consideration for the acquisition of the Ripka Brand | -12,365,000 | 0 |
Purchase of property and equipment | -645,000 | -268,000 |
Increase in long-term security deposit | 0 | -8,000 |
Net cash used in investing activities | -13,010,000 | -276,000 |
Cash flows provided by financing activities | ' | ' |
Proceeds from term debt related to the Ripka Brand | 9,000,000 | 0 |
Proceeds from term debt related to the Isaac Mizrahi Brand | 0 | 13,000,000 |
Proceeds from issuance of Common Stock and warrants | 0 | 5,000,000 |
Proceeds from issuance on exercise of stock options | 6,000 | 0 |
Shares repurchased on vesting of restricted stock | -63,000 | 0 |
Payment of contingent obligation | -315,000 | 0 |
Payment of deferred finance costs | -239,000 | -217,000 |
Payment of seller note | 0 | -500,000 |
Prepayment fee on extinguishment of debt | 0 | -189,000 |
Payment of expenses related to issuance of Common Stock | 0 | -310,000 |
Repayment of long-term debt | 0 | -13,500,000 |
Repayment of lease obligation | 0 | -3,000 |
Net cash provided by financing activities | 8,389,000 | 3,281,000 |
Net increase (decrease) in cash and cash equivalents | -1,929,000 | 3,938,000 |
Cash and cash equivalents, beginning of period | 7,461,000 | 3,929,000 |
Cash and cash equivalents, end of period | 5,532,000 | 7,867,000 |
Supplemental disclosure of non-cash activities: | ' | ' |
Issuance of notes payable as partial consideration in the acquisition of the Ripka Brand (net of debt discount - see Note 6) | 4,165,000 | 0 |
Issuance of Common Stock in connection with the acquisition of the Ripka Brand | 2,286,000 | 0 |
Contingent obligations relating to the acquisition of the Ripka Brand | 3,784,000 | 0 |
Supplemental disclosure of cash flow information: | ' | ' |
Cash paid during the period for income taxes | 93,000 | 240,000 |
Cash paid during the period for interest | $571,000 | $928,000 |
Nature_of_Operations_Backgroun
Nature of Operations, Background and Basis of Presentation | 9 Months Ended | ||
Sep. 30, 2014 | |||
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 adjustments) considered necessary for a fair presentation have been included. The Condensed Consolidated Balance Sheet as of December 31, 2013 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, 2014 are not necessarily indicative of the results that may be expected for a full fiscal year. | |||
The Company is a brand management company engaged in the design, licensing, marketing and retail sales of consumer brands, including the Isaac Mizrahi Brand, the Judith Ripka Brand (the “Ripka Brand”) and certain rights of the Liz Claiborne New York Brand (“LCNY”). The Company operates in two segments – (1) our Design and Licensing Business and (2) our Retail Business. | |||
Our Design and Licensing Business operates in a “working capital light” business model, wherein we license our brands to third parties, provide certain design services, and generate royalty and design and service fee revenues through licensing and other agreements with wholesale manufacturers, sourcing and design companies and retailers. This includes licensing our own brands for promotion and distribution through an omni-channel retail sales strategy including distribution through direct-response television (i.e. QVC, Inc. (“QVC”) and The Shopping Channel), the internet and traditional brick-and-mortar retail channels. The Isaac Mizrahi Brand and LCNY brand are licensed through our wholly-owned subsidiary IM Brands, LLC (“IM Brands”) (the “Isaac Mizrahi Business”) and the Ripka Brand is licensed through our wholly-owned subsidiary, JR Licensing, LLC (“JR Licensing”). | |||
The Company’s Retail Business operates through its wholly-owned subsidiary, IMNY Retail Management, LLC (“Retail Management”). Retail Management launched an e-commerce platform under our Isaac Mizrahi Brand in May 2014. With the Ripka Brand acquisition, we also acquired the rights to the Ripka e-commerce site. We opened our first retail store in June 2013 in Southampton, New York (the “Southampton Store”) and opened our second retail store, an outlet store located near Atlanta, GA (the “Georgia Store”), in March 2014. | |||
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, 2013. | |||
Certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. | |||
Subsequent events | |||
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were available for issuance are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | |||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended | ||
Sep. 30, 2014 | |||
Accounting Policies [Abstract] | ' | ||
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | ' | ||
2 | Recent Accounting Pronouncements | ||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (ASU 201-09). ASU 201-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. | |||
In June 2014, the FASB issued ASU No. 2014-12, “Compensation - Stock Compensation” (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period (“ASU 2014-12”). ASU 2014-12 affects entities that grant their employees share-based payments in which terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-12 will have on the Company’s condensed consolidated financial statements and disclosures. | |||
Acquisition_of_the_Judith_Ripk
Acquisition of the Judith Ripka Trademarks | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Asset Acquisition [Abstract] | ' | ||||
Asset Acquisition [Text Block] | ' | ||||
3 | Acquisition of the Judith Ripka Trademarks | ||||
On April 3, 2014, JR Licensing entered into an asset purchase agreement dated April 1, 2014 (the “Purchase Agreement”) with Judith Ripka Berk (“Ms. Ripka”), an individual, and certain companies owned by Ms. Ripka including Judith Ripka Creations (collectively “Ripka”), pursuant to which JR Licensing purchased from Ripka, the Ripka Brand, including the Judith Ripka and Judith Ripka Sterling trademarks and other intellectual property rights. On April 3, 2014, the closing date of the acquisition, the Company paid Ripka $12.0 million in cash, $6.0 million through the issuance of interest free notes payable (the “JR Seller Notes”) (see Note 6) and the issuance of 571,429 shares of the Company’s stock. The Company is also obligated to pay to Ripka $1.0 million (the “First Installment”) and $1.2 million (the “Second Installment”) in cash or shares of the Company’s Common Stock on October 1, 2014 and April 1, 2015, respectively, subject to approval by the Company’s senior lender, Bank of Hapoalim (“BHI”). The First Installment payment date was extended to January 8, 2015. The extension did not result in any penalty or cost to the Company. In addition, the Company agreed to pay Ripka additional contingent consideration of up to $5 million in aggregate, payable in cash or shares of the Company’s Common Stock (see Note 6). | |||||
Concurrent with the acquisition of the Ripka Brand, the Company entered into (i) a license agreement with QVC that provides for a royalty to be paid to the Company by QVC based on net sales of products under the Ripka Brand (the “QVC Ripka Agreement”), and (ii) a license with an affiliate of Ripka that will design, source, market, and promote products under the Ripka Brand to wholesale accounts, through an e-commerce site which Xcel will operate, and through Ripka owned retail stores (the “Wholesale Business”). The license with the Wholesale Business provides for a royalty payable to the Company based on its wholesale sale of products under the Ripka Brand. The Company issued to QVC a warrant (the “QVC Warrant”) to purchase a number of shares of our Common Stock equal to (i) 4.75% of the number of shares of common stock of Xcel issued and outstanding on the date the QVC Warrant becomes exercisable less (ii) 571,429 shares of our Common Stock (subject to adjustment in the event of a stock split, combination, or stock dividend). The QVC Warrant is exercisable at a price of $.001 per share and becomes exercisable only upon Ms. Ripka becoming obligated to make a specified payment to QVC under the QVC Ripka Agreement and remains exercisable until such obligation is satisfied in full. Management has determined that the probability of the warrants becoming exercisable is highly unlikely and, therefore, no value was assigned to them as of September 30, 2014. | |||||
Concurrent with the acquisition of the Ripka Brand, JR Licensing entered into a $9 million, 5-year term loan with BHI and amended the existing IM Term Loan, as more fully described in Note 6. | |||||
On April 1, 2014, the Company entered into a three-year employment agreement with Ms. Ripka such that she will serve as the Chief Design Officer of the Judith Ripka brand and perform duties and obligations under agreements with the Company’s licensees or any other third party pursuant to which Ms. Ripka has agreed to, and is obligated to, perform personal services. Thereafter, the agreement will renew automatically for one-year periods, unless either party gives written notice of intent to terminate at least 30 days prior to such termination. Ms. Ripka’s base salary is $750,000 per annum, and Ms. Ripka is entitled to other benefits including (a) non-accountable expenses of $114,000 per year, (b) $1,000 per month for rent for her Florida office, (c) the employment of a personal assistant, and (d) first class travel expenses. | |||||
Ms. Ripka is also eligible to receive an annual cash bonus for each calendar year during the term of her employment (or any partial fiscal year during the term), equal to ten percent (10%) of the direct response television royalty income during such calendar year in excess of $6 million. | |||||
The Ripka Brand acquisition was accounted for as an asset purchase. The aggregate purchase price was allocated to the following assets based on the fair market value of the assets on the date of acquisition: | |||||
Allocated to: | |||||
Trademarks | $ | 24,600,000 | |||
Copyrights & other intellectual property | 190,000 | ||||
Total acquisition price | $ | 24,790,000 | |||
The following represents the aggregate purchase price of $24.8 million, including legal and other fees of $0.39 million: | |||||
Cash paid | $ | 11,975,000 | |||
Installment payment due October 1, 2014 | 1,000,000 | ||||
Installment payment due April 1, 2015 | 1,190,000 | ||||
JR Seller Notes (at fair value, see Note 6) | 4,165,000 | ||||
Fair value of common stock issued (571,429 shares) | 2,286,000 | ||||
Ripka Earn-Out obligation (at fair value, see Note 6) | 3,784,000 | ||||
Direct transaction expenses | 390,000 | ||||
Total consideration | $ | 24,790,000 | |||
Trademarks_Goodwill_and_Other_
Trademarks, Goodwill and Other Intangibles | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||
4 | Trademarks, Goodwill and Other Intangibles | |||||||
Trademarks and other intangibles, net consist of the following: | ||||||||
September 30, | December 31, | |||||||
2014 | 2013 | |||||||
Trademarks | $ | 69,100,000 | $ | 44,500,000 | ||||
Licensing agreements | 2,000,000 | 2,000,000 | ||||||
Copyrights & other intellectual property | 190,000 | – | ||||||
Accumulated amortization | -1,598,000 | -1,192,000 | ||||||
Net carrying amount | $ | 69,692,000 | $ | 45,308,000 | ||||
Amortization expense for intangible assets for the Current Quarter and the quarter ended September 30, 2013 (the “Prior Year Quarter”) was $134,000 and $132,000, respectively. Amortization expense for intangible assets for the Current Nine Months and the nine months ended September 30, 2013 (the “Prior Year Nine Months”) was $406,000 and $395,000, respectively. The trademarks of the Ripka Brand and the Isaac Mizrahi Brand and related goodwill have been determined to have an indefinite useful life and accordingly, consistent with Accounting Standards Codification (“ASC”) Topic 350, no amortization has been recorded in the Company's unaudited condensed consolidated statements of operations. | ||||||||
As of September 30, 2014, the Company had $12,371,000 of goodwill 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, 2014 | |||
Significant Contracts [Abstract] | ' | ||
Significant Contracts [Text Block] | ' | ||
5 | Significant Contracts | ||
QVC Agreements | |||
In connection with the Company’s agreements with QVC, they are required to pay us fees based primarily on a percentage of its net sales of Isaac Mizrahi and Ripka branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $4,049,000 and $1,992,000 for the Current Quarter and the Prior Year Quarter, respectively, representing 72% and 51% of the Company’s total revenues each quarter, respectively. Royalties from QVC totaled $10,654,000 and $5,976,000 for the Current Nine Months and the Prior Year Nine Months, respectively, representing 69% and 58% of the Company’s total revenues, respectively. As of September 30, 2014 and December 31, 2013, the Company had receivables from QVC of $3,839,000 and $2,060,000, representing 72% and 58% of the Company’s receivables, respectively. The December 31, 2013 QVC receivable includes $152,000 of earned revenue that had been accrued but not billed as of December 31, 2013. | |||
Debt
Debt | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||
Debt Disclosure [Text Block] | ' | |||||||||||||
6 | Debt | |||||||||||||
The Company’s net carrying amount of debt is comprised of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
IM Term Loan | $ | 13,000,000 | $ | 13,000,000 | ||||||||||
JR Term Loan | 9,000,000 | – | ||||||||||||
IM Seller Note | 5,284,000 | 5,045,000 | ||||||||||||
JR Seller Notes | 4,318,000 | – | ||||||||||||
Contingent obligation – IM Seller | 5,766,000 | 6,681,000 | ||||||||||||
Contingent obligation – JR Seller | 3,784,000 | – | ||||||||||||
Total | 41,152,000 | 24,726,000 | ||||||||||||
Current portion | 2,500,000 | 565,000 | ||||||||||||
Total long-term debt | $ | 38,652,000 | $ | 24,161,000 | ||||||||||
IM Term Loan | ||||||||||||||
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: | ||||||||||||||
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, 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 begin to repay twenty percent (20%) of 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 IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period. | ||||||||||||||
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,: | ||||||||||||||
· | 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; | |||||||||||||
· | 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; | |||||||||||||
· | Capital expenditures of the Company and its subsidiaries on a consolidated basis in any fiscal year shall not exceed $1.3 million; | |||||||||||||
· | $31 million of minimum net worth to be maintained by the Company at all times; | |||||||||||||
· | $3 million of minimum liquidity covenants to be maintained by the Company at all times. | |||||||||||||
As of September 30, 2014, the Company and IM Brands were in full compliance with all of the covenants under the IM Term Loan. | ||||||||||||||
JR Term Loan | ||||||||||||||
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: | ||||||||||||||
Amount of | ||||||||||||||
Principal | ||||||||||||||
Date of Payment | Payment | |||||||||||||
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 | ||||||||||||
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. | ||||||||||||||
Financial Covenants. The Company is required to maintain; | ||||||||||||||
· | 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; | |||||||||||||
· | Minimum EBITDA (as defined in the BHI loan documents), not 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; | |||||||||||||
· | Capital expenditures on a consolidated basis in any fiscal year shall not exceed $1.3 million; | |||||||||||||
· | $31 million of minimum net worth to be maintained at all times; | |||||||||||||
· | $3 million of minimum liquidity covenants to be maintained at all times; and | |||||||||||||
· | other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the JR Term Loan. | |||||||||||||
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 September 30, 2014, the Company and JR Licensing were in full compliance with all of the covenants under the JR Term Loan. | ||||||||||||||
IM 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 (“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. | ||||||||||||||
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: | ||||||||||||||
Amount | ||||||||||||||
Amount | Amount | Payable in | Amount | |||||||||||
Payment | Payable in | Cash with | Payable in | |||||||||||
Payment Date | Amount | Cash (i) | Restrictions (ii) | Stock (iii) | ||||||||||
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 | ||||||
(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. | |||||||||||||
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. | ||||||||||||||
For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $86,000 and $159,000, respectively, which includes amortization of the discount on the IM Seller Note of $81,000 and $149,000, respectively. For the Current Nine Months and the Prior Year Nine Months, the Company incurred interest expense of $254,000 and $469,000, respectively, which includes amortization of the discount on the IM Seller Note of $239,000 and $438,000, respectively. The IM Seller Note balance, net of discount, at September 30, 2014 and December 31, 2013 was $5,284,000 and $5,045,000, respectively. | ||||||||||||||
JR Seller Notes | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
For the Current Quarter and the Current Nine Months, the Company incurred interest expense of $78,000 and $153,000, respectively, which consists solely of amortization of the discount on the JR Seller Notes. The JR Seller Notes balance, net of discount, at September 30, 2014 was $4,318,000. | ||||||||||||||
Contingent Obligations | ||||||||||||||
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 September 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. | ||||||||||||||
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 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 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. | ||||||||||||||
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: | ||||||||||||||
ROYALTY | EARN-OUT | |||||||||||||
ROYALTY TARGET PERIOD | TARGET | VALUE | ||||||||||||
Royalty Target Period (October 1, 2014 to September 30, 2015) | $ | 24,000,000 | $ | 7,500,000 | ||||||||||
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. | ||||||||||||||
% OF | ||||||||||||||
EARN-OUT | ||||||||||||||
APPLICABLE | VALUE | |||||||||||||
PERCENTAGE | 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 | % | ||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
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 $3.78 million is recorded as long-term debt at September 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. | ||||||||||||||
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. | ||||||||||||||
As of September 30, 2014 and December 31, 2013, total contingent obligations were $9.6 million and $6.7 million, respectively. | ||||||||||||||
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||
7 | Stockholders’ Equity | |||||||
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. (See Note 12 Subsequent Events) | ||||||||
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 was September 20, 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 vesting date of 97,500 shares of restricted stock was September 30, 2014 and the vesting date of 97,500 shares of restricted stock is 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. As of September 30, 2014, restrictions on 85,000 shares have lapsed and the remaining 1,185,000 shares are scheduled to vest on March 31, 2015. The Company repurchased 40,750 shares of restricted stock upon vesting to satisfy the grantees’ tax withholding obligation. | ||||||||
On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The vesting date of 50,000 shares of restricted stock was September 30, 2014 and the vesting date of 50,000 shares of restricted stock is 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. As of September 30, 2014, restrictions on 10,000 shares have lapsed and 90,000 shares are scheduled to vest on March 31, 2015. | ||||||||
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 vested on April 30, 2014 and 50% shall vest on April 30, 2015. | ||||||||
On January 1, 2014, the Company issued to a member of management and a key employee an aggregate of 825,000 shares of restricted stock. The vesting date for 550,000 shares of restricted stock is July 1, 2014, and the remaining 275,000 shall vest evenly over the periods ending September 30, 2014, 2015 and 2016, provided, however, that each such grantee has the right to extend the vesting dates by six-month increments in their sole discretion, prior to the date the restrictions would lapse. As of September 30, 2014, restrictions on 2,500 shares have lapsed and 550,000 shares, 89,500 shares, 92,000 shares and 91,000 shares are scheduled to vest on January 1, 2015, March 31, 2015, September 30, 2015 and September 30, 2016, respectively. The Company repurchased 1,250 shares of restricted stock upon vesting to satisfy the grantee’s tax withholding obligation. | ||||||||
On January 1, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $5.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. As of September 30, 2014, all of these options have been forfeited. | ||||||||
On April 1, 2014, the Company issued to non-management directors 50,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. 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 15, 2014, the Company issued to certain executives and employees 557,475 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on May 31, 2015 and 50% shall vest on May 31, 2016. 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 15, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of May 15, 2015 and 2016. | ||||||||
On July 15, 2014, the Company issued one of its directors 25,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, the 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 July 1, 2014, the Company granted options to purchase an aggregate of 35,000 shares of Common Stock to certain non-executive employees of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of June 30, 2015 and 2016. | ||||||||
Stock Options and Warrants | ||||||||
The Black-Scholes option-pricing 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 was estimated at the dates of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 24-30 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2 – 3 years | |||||||
Risk-Free Interest Rate | 0.58% - 0.69 | % | ||||||
The options that the Company granted under the Plan 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, 2014 | 343,125 | $ | 4.55 | |||||
Granted | 135,000 | 6.57 | ||||||
Canceled | – | – | ||||||
Exercised | -19,000 | 3.58 | ||||||
Expired/Forfeited | -65,125 | 4.55 | ||||||
Outstanding at September 30, 2014 and expected to vest | 394,000 | $ | 5.29 | |||||
Exercisable at September 30, 2014 | 309,000 | $ | 4.7 | |||||
Compensation expense related to stock option grants for the Current Quarter and the Prior Year Quarter was $15,000 and $19,000, respectively. Compensation expense related to stock option grants for the Current Nine Months and the Prior Year Nine Months was $37,000 and $58,000, 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 $100,000 is expected to be expensed over a period of 21 months from October 1, 2014 through June 2016. | ||||||||
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, 2014 | 1,469,543 | $ | 3.05 | |||||
Granted | – | – | ||||||
Canceled | – | – | ||||||
Exercised | – | – | ||||||
Expired/Forfeited | – | – | ||||||
Outstanding at September 30, 2014 and expected to vest | 1,469,543 | $ | 3.05 | |||||
Exercisable at September 30, 2014 | 1,457,043 | $ | 3.03 | |||||
Compensation expense related to warrants for the Current Quarter and the Prior Year Quarter was $0 and $11,000, respectively. Compensation expense related to warrants for the Current Nine Months and the Prior Year Nine Months was $0 and $33,000, respectively. Compensation expense related to warrants in the Prior Year Quarter and Prior Year Nine Months 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. | ||||||||
Compensation expense related to warrants in connection with a 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 $10,000 and $1,000, respectively. The stock-based licensing revenue-discount for the Current Nine Months and the Prior Year Nine Months was $13,000 and $3,000, respectively. The Company fully amortized the remaining value of warrants due to the termination of the related license agreement during the three months ended September 30, 2014. | ||||||||
In October 2013, the Company issued to 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 was on the Company’s board of directors through June 26, 2014 (see Note 11, Related Party Transactions), warrants to purchase 25,000 shares of common stock with an exercise price of $5.00 per share and a term expiring August 2, 2016. 12,500 of the warrants are 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. To date, AD has reached the first milestone of $0.5 million sourced royalties and the Company deems it likely that AD will reach the second milestone of $1.0 million of AD sourced royalties by August 2, 2016. Compensation expense related to warrants in connection with the licensing agreement is amortized over the expected period in which the royalty targets will be met and is recorded as a royalty commission expense and netted with licensing revenues. The stock-based commission expense for the Current Quarter and the Prior Year Quarter was $0. The stock-based commission expense for the Current Nine Months and the Prior Year Nine Months was $1,000 and $0, respectively. No additional amount is expected to be amortized after September 30, 2014. | ||||||||
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, 2014 | 2,026,554 | $ | 3.59 | |||||
Granted | 1,457,475 | 5.28 | ||||||
Canceled | – | – | ||||||
Vested | -110,000 | 3.86 | ||||||
Expired/Forfeited | -3,625 | 3.86 | ||||||
Outstanding at September 30, 2014 | 3,370,404 | $ | 4.39 | |||||
Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $917,000 and $2,266,000, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was $4,282,000 and $4,562,000, 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 $4,466,000 is expected to be amortized over a period of 24 months from October 1, 2014 through September 2016. | ||||||||
Shares Available Under the Company’s 2011 Equity Incentive Plan | ||||||||
At September 30, 2014 there were 614,033 common shares available for issuance under the Company’s 2011 Equity Incentive Plan. | ||||||||
Shares Reserved for Issuance | ||||||||
At September 30, 2014, there were 2,478,152 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, 2014 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Earnings Per Share [Text Block] | ' | |||||||||
8 | 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. 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 income (loss) per share are as follows: | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
Basic | 12,021,614 | 10,167,769 | 11,526,277 | 8,892,303 | ||||||
Effect of exercise of warrants | 897,509 | 4,241 | – | 4,644 | ||||||
Effect of exercise of stock options | 115,046 | 581,840 | – | 581,840 | ||||||
Diluted | 13,034,169 | 10,753,850 | 11,526,277 | 9,478,787 | ||||||
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 September 30, | Nine Months Ended September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
Stock options and warrants | - | 1,126,925 | - | 949,498 | ||||||
Income_Tax
Income Tax | 9 Months Ended | ||
Sep. 30, 2014 | |||
Income Tax Disclosure [Abstract] | ' | ||
Income Tax Disclosure [Text Block] | ' | ||
9 | Income Tax | ||
The effective income tax rate for the Current Quarter and the Prior Year Quarter was approximately 166% and (37%), respectively, resulting in an income tax benefit of $0.17 million and $0.85 million, respectively. The effective income tax rate for the Current Nine Months and the Prior Year Nine Months was approximately 55% and (524%), respectively, resulting in a $0.58 million and $1.63 million income tax benefit, respectively. During the Current Nine Months and prior to the Current Quarter, the Company recorded a $0.6 million gain on the reduction of contingent obligations related to the acquisition of the Isaac Mizrahi Brand. This gain is not subject to tax and was treated as a discrete item in the Current Nine Months (See Note 6, Debt). The disproportionate income (loss) before income taxes for the Current Quarter, compared to the Current Nine Months, has a disproportionate effect on the effective income tax rate for the Current Quarter. During the Prior Year Quarter, the Company recorded a $5.1 million gain on the reduction of contingent obligations related to the acquisition of the Isaac Mizrahi business. This gain was not subject to tax and was treated as a discrete item. 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 Prior Year Quarter and Prior Year Nine Months. | |||
Segment_Information
Segment Information | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||||
10 | 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 the Company’s branded products through its retail stores. 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: | ||||||||||||||
Three Months Ended Sept. 30, | Nine Months Ended Sept. 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Net licensing revenue | $ | 5,092,000 | $ | 3,075,000 | $ | 13,821,000 | $ | 8,863,000 | ||||||
Design and service fee revenue | 286,000 | 714,000 | 1,161,000 | 1,288,000 | ||||||||||
Design and licensing revenues | 5,378,000 | 3,789,000 | 14,982,000 | 10,151,000 | ||||||||||
Net retail sales | 235,000 | 130,000 | 381,000 | 162,000 | ||||||||||
Total revenues | $ | 5,613,000 | $ | 3,919,000 | $ | 15,363,000 | $ | 10,313,000 | ||||||
Operating income (loss): | ||||||||||||||
Design and licensing | $ | 860,000 | $ | 2,797,000 | $ | 1,465,000 | $ | 1,966,000 | ||||||
Retail | -546,000 | -140,000 | -1,468,000 | -233,000 | ||||||||||
Total operating income (loss) | $ | 314,000 | $ | 2,657,000 | $ | -3,000 | $ | 1,733,000 | ||||||
Depreciation and amortization: | ||||||||||||||
Design and licensing | $ | 225,000 | $ | 214,000 | $ | 667,000 | $ | 653,000 | ||||||
Retail | 40,000 | 8,000 | 89,000 | 10,000 | ||||||||||
Total depreciation and amortization | $ | 265,000 | $ | 222,000 | $ | 756,000 | $ | 663,000 | ||||||
Capital expenditures: | ||||||||||||||
Design and licensing | $ | 90,000 | $ | 30,000 | $ | 189,000 | $ | 127,000 | ||||||
Retail | 107,000 | 23,000 | 456,000 | 141,000 | ||||||||||
Total capital expenditures | $ | 197,000 | $ | 53,000 | $ | 645,000 | $ | 268,000 | ||||||
September 30, 2014 | December 31, 2013 | |||||||||||||
Long Lived Assets: | ||||||||||||||
Trademarks and other intangibles, net | ||||||||||||||
Design and licensing | $ | 69,692,000 | $ | 45,308,000 | ||||||||||
Retail | - | - | ||||||||||||
Total trademarks and intangibles, net | $ | 69,692,000 | $ | 45,308,000 | ||||||||||
Property and equipment | ||||||||||||||
Design and licensing | $ | 845,000 | $ | 939,000 | ||||||||||
Retail | 604,000 | 214,000 | ||||||||||||
Total property and equipment | $ | 1,449,000 | $ | 1,153,000 | ||||||||||
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | ||
Sep. 30, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions Disclosure [Text Block] | ' | ||
11 | 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. | |||
The Company incurred direct licensing costs with Mr. Slater, who serves as a director for the Company, from amortization of a prepaid licensing commission payment in 2012 for the Current Quarter and the Prior Year Quarter of $21,000 and $12,000, respectively, and for the Current Nine Months and Prior Year Nine Months of $63,000 and $35,000, 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 a private stock offering. 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 AD, 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 $5,000 and $4,000 in fees for the Current Quarter and Prior Year Quarter and earned $17,000 and $14,000 in fees for the Current Nine Months and Prior Year Nine Months, respectively. | |||
We granted 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. 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 subsequently issued warrants to AD to purchase 25,000 shares of common stock of which 12,500 vested in 2013 and 12,500 will vest upon achieving the second milestone. | |||
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 7, Stockholders’ Equity). Mark DiSanto, a director of the Company, is the trustee and has sole voting and dispositive power for the DiSanto Trust. | |||
Subsequent_Events
Subsequent Events | 9 Months Ended | ||
Sep. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
12 | Subsequent Events | ||
Effective November 6, 2014, we amended our Certificate of Incorporation to increase the total number of authorized shares of capital stock which the Company shall have authority to issue from 26,000,000 shares, consisting of 25,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 36,000,000 shares, consisting of 35,000,000 shares of common stock and 1,000,000 shares of preferred stock. | |||
Effective November 6, 2014, we amended our 2011 Equity Incentive Plan, to (a) increase the number of shares of common stock reserved and available for distribution under the Plan from 5,000,000 to 8,000,000, (b) increase the maximum number of shares with respect to Incentive Stock Options (as defined in the Plan) which may be granted under the Plan from 2,000,000 to 5,000,000, (c) increase the maximum number of shares of common stock with respect to which Options or Restricted Stock (as both terms are defined in the Plan) may be granted to any Participant (as defined in the Plan) from 2,000,000 to 5,000,000 and (d) provide for the award of cash bonuses to Participants. | |||
Acquisition_of_the_Judith_Ripk1
Acquisition of the Judith Ripka Trademarks (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Asset Acquisition [Abstract] | ' | ||||
Schedule of Asset Acquisition [Table Text Block] | ' | ||||
The aggregate purchase price was allocated to the following assets based on the fair market value of the assets on the date of acquisition: | |||||
Allocated to: | |||||
Trademarks | $ | 24,600,000 | |||
Copyrights & other intellectual property | 190,000 | ||||
Total acquisition price | $ | 24,790,000 | |||
The following represents the aggregate purchase price of $24.8 million, including legal and other fees of $0.39 million: | |||||
Cash paid | $ | 11,975,000 | |||
Installment payment due October 1, 2014 | 1,000,000 | ||||
Installment payment due April 1, 2015 | 1,190,000 | ||||
JR Seller Notes (at fair value, see Note 6) | 4,165,000 | ||||
Fair value of common stock issued (571,429 shares) | 2,286,000 | ||||
Ripka Earn-Out obligation (at fair value, see Note 6) | 3,784,000 | ||||
Direct transaction expenses | 390,000 | ||||
Total consideration | $ | 24,790,000 | |||
Trademarks_Goodwill_and_Other_1
Trademarks, Goodwill and Other Intangibles (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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, | |||||||
2014 | 2013 | |||||||
Trademarks | $ | 69,100,000 | $ | 44,500,000 | ||||
Licensing agreements | 2,000,000 | 2,000,000 | ||||||
Copyrights & other intellectual property | 190,000 | – | ||||||
Accumulated amortization | -1,598,000 | -1,192,000 | ||||||
Net carrying amount | $ | 69,692,000 | $ | 45,308,000 | ||||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
Schedule of Debt [Table Text Block] | ' | |||||||||||||
The Company’s net carrying amount of debt is comprised of the following: | ||||||||||||||
September 30, | December 31, | |||||||||||||
2014 | 2013 | |||||||||||||
IM Term Loan | $ | 13,000,000 | $ | 13,000,000 | ||||||||||
JR Term Loan | 9,000,000 | – | ||||||||||||
IM Seller Note | 5,284,000 | 5,045,000 | ||||||||||||
JR Seller Notes | 4,318,000 | – | ||||||||||||
Contingent obligation – IM Seller | 5,766,000 | 6,681,000 | ||||||||||||
Contingent obligation – JR Seller | 3,784,000 | – | ||||||||||||
Total | 41,152,000 | 24,726,000 | ||||||||||||
Current portion | 2,500,000 | 565,000 | ||||||||||||
Total long-term debt | $ | 38,652,000 | $ | 24,161,000 | ||||||||||
Debt Instrument Principal Payments [Table Text Block] | ' | |||||||||||||
Scheduled principal payments (including amortization of imputed interest) are as follows: | ||||||||||||||
Amount | ||||||||||||||
Amount | Amount | Payable in | Amount | |||||||||||
Payment | Payable in | Cash with | Payable in | |||||||||||
Payment Date | Amount | Cash (i) | Restrictions (ii) | Stock (iii) | ||||||||||
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 | ||||||
(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. | |||||||||||||
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 PERIOD | TARGET | VALUE | ||||||||||||
Royalty Target Period (October 1, 2014 to September 30, 2015) | $ | 24,000,000 | $ | 7,500,000 | ||||||||||
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. | ||||||||||||||
% OF | ||||||||||||||
EARN-OUT | ||||||||||||||
APPLICABLE | VALUE | |||||||||||||
PERCENTAGE | 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 | % | ||||||||||||
IM Term Loan [Member] | ' | |||||||||||||
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 | ||||||||||||
JR Term Loan [Member] | ' | |||||||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||||||||
Scheduled quarterly principal payments are as follows: | ||||||||||||||
Amount of | ||||||||||||||
Principal | ||||||||||||||
Date of Payment | Payment | |||||||||||||
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 | ||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
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 all options was estimated at the dates of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: | ||||||||
Expected Volatility (i) | 24-30 | % | ||||||
Expected Dividend Yield | 0 | % | ||||||
Expected Life (Term) (ii) | 2 – 3 years | |||||||
Risk-Free Interest Rate | 0.58% - 0.69 | % | ||||||
The options that the Company granted under the Plan 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, 2014 | 343,125 | $ | 4.55 | |||||
Granted | 135,000 | 6.57 | ||||||
Canceled | – | – | ||||||
Exercised | -19,000 | 3.58 | ||||||
Expired/Forfeited | -65,125 | 4.55 | ||||||
Outstanding at September 30, 2014 and expected to vest | 394,000 | $ | 5.29 | |||||
Exercisable at September 30, 2014 | 309,000 | $ | 4.7 | |||||
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, 2014 | 1,469,543 | $ | 3.05 | |||||
Granted | – | – | ||||||
Canceled | – | – | ||||||
Exercised | – | – | ||||||
Expired/Forfeited | – | – | ||||||
Outstanding at September 30, 2014 and expected to vest | 1,469,543 | $ | 3.05 | |||||
Exercisable at September 30, 2014 | 1,457,043 | $ | 3.03 | |||||
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, 2014 | 2,026,554 | $ | 3.59 | |||||
Granted | 1,457,475 | 5.28 | ||||||
Canceled | – | – | ||||||
Vested | -110,000 | 3.86 | ||||||
Expired/Forfeited | -3,625 | 3.86 | ||||||
Outstanding at September 30, 2014 | 3,370,404 | $ | 4.39 | |||||
Earnings_Per_Share_Tables
Earnings Per Share (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2014 | ||||||||||
Earnings Per Share [Abstract] | ' | |||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | |||||||||
Shares used in calculating basic and diluted income (loss) per share are as follows: | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||
September 30, | September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
Basic | 12,021,614 | 10,167,769 | 11,526,277 | 8,892,303 | ||||||
Effect of exercise of warrants | 897,509 | 4,241 | – | 4,644 | ||||||
Effect of exercise of stock options | 115,046 | 581,840 | – | 581,840 | ||||||
Diluted | 13,034,169 | 10,753,850 | 11,526,277 | 9,478,787 | ||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [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 September 30, | Nine Months Ended September 30, | |||||||||
2014 | 2013 | 2014 | 2013 | |||||||
Stock options and warrants | - | 1,126,925 | - | 949,498 | ||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | |||||||||||||
Sep. 30, 2014 | ||||||||||||||
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: | ||||||||||||||
Three Months Ended Sept. 30, | Nine Months Ended Sept. 30, | |||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||
Revenues: | ||||||||||||||
Net licensing revenue | $ | 5,092,000 | $ | 3,075,000 | $ | 13,821,000 | $ | 8,863,000 | ||||||
Design and service fee revenue | 286,000 | 714,000 | 1,161,000 | 1,288,000 | ||||||||||
Design and licensing revenues | 5,378,000 | 3,789,000 | 14,982,000 | 10,151,000 | ||||||||||
Net retail sales | 235,000 | 130,000 | 381,000 | 162,000 | ||||||||||
Total revenues | $ | 5,613,000 | $ | 3,919,000 | $ | 15,363,000 | $ | 10,313,000 | ||||||
Operating income (loss): | ||||||||||||||
Design and licensing | $ | 860,000 | $ | 2,797,000 | $ | 1,465,000 | $ | 1,966,000 | ||||||
Retail | -546,000 | -140,000 | -1,468,000 | -233,000 | ||||||||||
Total operating income (loss) | $ | 314,000 | $ | 2,657,000 | $ | -3,000 | $ | 1,733,000 | ||||||
Depreciation and amortization: | ||||||||||||||
Design and licensing | $ | 225,000 | $ | 214,000 | $ | 667,000 | $ | 653,000 | ||||||
Retail | 40,000 | 8,000 | 89,000 | 10,000 | ||||||||||
Total depreciation and amortization | $ | 265,000 | $ | 222,000 | $ | 756,000 | $ | 663,000 | ||||||
Capital expenditures: | ||||||||||||||
Design and licensing | $ | 90,000 | $ | 30,000 | $ | 189,000 | $ | 127,000 | ||||||
Retail | 107,000 | 23,000 | 456,000 | 141,000 | ||||||||||
Total capital expenditures | $ | 197,000 | $ | 53,000 | $ | 645,000 | $ | 268,000 | ||||||
September 30, 2014 | December 31, 2013 | |||||||||||||
Long Lived Assets: | ||||||||||||||
Trademarks and other intangibles, net | ||||||||||||||
Design and licensing | $ | 69,692,000 | $ | 45,308,000 | ||||||||||
Retail | - | - | ||||||||||||
Total trademarks and intangibles, net | $ | 69,692,000 | $ | 45,308,000 | ||||||||||
Property and equipment | ||||||||||||||
Design and licensing | $ | 845,000 | $ | 939,000 | ||||||||||
Retail | 604,000 | 214,000 | ||||||||||||
Total property and equipment | $ | 1,449,000 | $ | 1,153,000 | ||||||||||
Acquisition_of_the_Judith_Ripk2
Acquisition of the Judith Ripka Trademarks (Details) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Business Acquisition [Line Items] | ' |
Cash paid | $11,975,000 |
Installment payment due October 1, 2014 | 1,000,000 |
Installment payment due April 1, 2015 | 1,190,000 |
JR Seller Notes (at fair value, see Note 6) | 4,165,000 |
Fair value of common stock issued (571,429 shares) | 2,286,000 |
Ripka Earn-Out obligation (at fair value, see Note 6) | 3,784,000 |
Direct transaction expenses | 390,000 |
Total consideration | 24,790,000 |
Total acquisition price | 24,790,000 |
Copyrights & other intellectual property [Member] | ' |
Business Acquisition [Line Items] | ' |
Total acquisition price | 190,000 |
Trademarks [Member] | ' |
Business Acquisition [Line Items] | ' |
Total acquisition price | $24,600,000 |
Acquisition_of_the_Judith_Ripk3
Acquisition of the Judith Ripka Trademarks (Details Textual) (USD $) | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | ||||
Sep. 30, 2014 | Sep. 30, 2013 | Apr. 01, 2014 | Sep. 30, 2014 | Apr. 03, 2014 | Apr. 03, 2014 | Sep. 30, 2014 | Apr. 01, 2015 | Oct. 01, 2014 | Apr. 03, 2014 | |
Chief Design Officer [Member] | Chief Design Officer [Member] | Parent Company [Member] | Judith Ripka Berk [Member] | Judith Ripka Berk [Member] | Judith Ripka Berk [Member] | Judith Ripka Berk [Member] | Judith Ripka Berk [Member] | |||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Demand Notes [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Productive Assets | $12,365,000 | $0 | ' | ' | ' | $12,000,000 | ' | $1,200,000 | $1,000,000 | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | ' | 571,429 | ' | ' | ' | ' |
Maximum Earn-Outs Payable | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' |
Proceeds from Issuance of Long-term Debt, Total | 0 | 13,000,000 | ' | ' | ' | ' | 9,000,000 | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | ' | '5-year term loan | ' | ' | ' |
Percentage of Common Stock Issued and Outstanding | ' | ' | ' | ' | 4.75% | ' | ' | ' | ' | ' |
Payments for Rent, Monthly | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' |
Base Salary | ' | ' | 750,000 | ' | ' | ' | ' | ' | ' | ' |
Non Accountable Expenses | ' | ' | 114,000 | ' | ' | ' | ' | ' | ' | ' |
Annual Cash Bonus Percentage | ' | ' | ' | 10.00% | ' | ' | ' | ' | ' | ' |
Royalty Revenue, Total | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | $0.00 | ' | ' | ' | ' |
Assets Acquisition Purchase Price Allocation | 24,790,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Transaction Costs | $390,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trademarks_Goodwill_and_Other_2
Trademarks, Goodwill and Other Intangibles (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks | $69,100,000 | $44,500,000 |
Licensing agreements | 2,000,000 | 2,000,000 |
Copyrights & other intellectual property | 190,000 | 0 |
Accumulated amortization | -1,598,000 | -1,192,000 |
Net carrying amount | $69,692,000 | $45,308,000 |
Trademarks_Goodwill_and_Other_3
Trademarks, Goodwill and Other Intangibles (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | $134,000 | $132,000 | $406,000 | $395,000 | ' |
Goodwill | $12,371,000 | ' | $12,371,000 | ' | $12,371,000 |
Significant_Contracts_Details_
Significant Contracts (Details Textual) (Royalty Agreement With QVC [Member], USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Royalty Agreement With QVC [Member] | ' | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Royalty Revenue | $4,049,000 | $1,992,000 | $10,654,000 | $5,976,000 | ' |
Revenue from Royalty, Percentage | 72.00% | 51.00% | 69.00% | 58.00% | ' |
Accounts Receivable, Gross | 3,839,000 | ' | 3,839,000 | ' | 2,060,000 |
Accounts Receivables, Percentage | 72.00% | ' | 72.00% | ' | 58.00% |
Accrued Fees and Other Revenue Receivable | ' | ' | ' | ' | $152,000 |
Debt_Details
Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ' | ' |
Total | $41,152,000 | $24,726,000 |
Current portion | 2,500,000 | 565,000 |
Total long-term debt | 38,652,000 | 24,161,000 |
JR Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Term Loan | 9,000,000 | 0 |
Seller Note | 4,318,000 | 0 |
Contingent obligation - Seller | 3,784,000 | 0 |
IM Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Term Loan | 13,000,000 | 13,000,000 |
Seller Note | 5,284,000 | 5,045,000 |
Contingent obligation - Seller | $5,766,000 | $6,681,000 |
Debt_Details_1
Debt (Details 1) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
October 1, 2014, January 1, 2015, April 1, 2015 and July 1, 2015 [Member] | IM Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | $250,000 |
October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016 [Member] | IM Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 625,000 |
October 1, 2016, January 1, 2017, April 1, 2017 and July 1, 2017 [Member] | IM Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 750,000 |
October 1, 2017, January 1, 2018 and April 1, 2018 [Member] | IM Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 875,000 |
July 1, 2018 [Member] | IM Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 3,875,000 |
April 1, 2018, July 1, 2018, October 1, 2018 and January 1, 2019 [Member] | JR Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 500,000 |
April 1, 2015, July 1, 2015, October 1, 2015 and January 1, 2016 [Member] | JR Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 375,000 |
April 1, 2016, July 1, 2016, October 1, 2016 and January 1, 2017 [Member] | JR Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | 625,000 |
April 1, 2017, July 1, 2017, October 1, 2017 and January 1, 2018 [Member] | JR Term Loan [Member] | ' |
Debt Instrument [Line Items] | ' |
Amount Of Principal Payment | $750,000 |
Debt_Details_2
Debt (Details 2) (USD $) | Sep. 30, 2014 | |
December 24, 2013 [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Debt Instrument, Payment Amount | $1,500,000 | |
Debt Instrument, Amount Payable in Cash | 1,500,000 | [1] |
Debt Instrument, Amount Payable in Cash with Restrictions | 0 | [2] |
Debt Instrument, Amount Payable in Stock | 0 | [3] |
January 31, 2015 [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Debt Instrument, Payment Amount | 750,000 | |
Debt Instrument, Amount Payable in Cash | 500,000 | [1] |
Debt Instrument, Amount Payable in Cash with Restrictions | 250,000 | [2] |
Debt Instrument, Amount Payable in Stock | 250,000 | [3] |
January 31, 2016 [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Debt Instrument, Payment Amount | 750,000 | |
Debt Instrument, Amount Payable in Cash | 0 | [1] |
Debt Instrument, Amount Payable in Cash with Restrictions | 750,000 | [2] |
Debt Instrument, Amount Payable in Stock | 750,000 | [3] |
September 30, 2016 [Member] | ' | |
Debt Instrument [Line Items] | ' | |
Debt Instrument, Payment Amount | 4,377,432 | |
Debt Instrument, Amount Payable in Cash | 0 | [1] |
Debt Instrument, Amount Payable in Cash with Restrictions | $0 | [2] |
Debt Instrument, Amount Payable in Stock | 4,377,432 | [3] |
[1] | $1,500,000 was paid prior to December 31, 2013. | |
[2] | 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. | |
[3] | 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 Companybs Common Stock. Amounts payable with the Companybs Common Stock shall be subject to the provisions described above. |
Debt_Details_3
Debt (Details 3) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Fourth Royalty Target Period [Member] | ' |
Debt Instrument [Line Items] | ' |
ROYALTY TARGET | $24,000,000 |
EARN-OUT VALUE | $7,500,000 |
ROYALTY TARGET PERIOD | 'Royalty Target Period (October 1, 2014 to September 30, 2015) |
Applicable Less than 76% [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 0.00% |
Applicable 76% up to 80% [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 40.00% |
Applicable 80% up to 90% [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 70.00% |
Applicable 90% up to 95% [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 80.00% |
Applicable 95% up to 100% [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 90.00% |
Applicable 100% or Greater [Member] | ' |
Debt Instrument [Line Items] | ' |
% OF EARN-OUT VALUE EARNED | 100.00% |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Apr. 03, 2014 | Apr. 03, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Aug. 01, 2013 | Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Apr. 03, 2014 | Sep. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 24, 2013 | Sep. 29, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 03, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 03, 2014 | Dec. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | |
Prime Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | JR Term Loan [Member] | JR Term Loan [Member] | JR Term Loan [Member] | JR Term Loan [Member] | JR Term Loan [Member] | JR Term Loan [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | IM Seller Notes [Member] | JR Seller Notes [Member] | JR Seller Notes [Member] | JR Seller Notes [Member] | QVC Earn-Out [Member] | Ripka Earn-Out [Member] | Ripka Earn-Out [Member] | Ripka Earn-Out [Member] | IM Brands, LLC [Member] | IM Brands, LLC [Member] | IM Brands, LLC [Member] | IM Brands, LLC [Member] | JR Licensing, LLC [Member] | JR Licensing, LLC [Member] | JR Licensing, LLC [Member] | IM Ready Made LLC [Member] | IM Ready Made LLC [Member] | IM Ready Made LLC [Member] | Earn-Out Obligation [Member] | Earn-Out Obligation [Member] | QVC Inc [Member] | ||||||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | IM Term Loan [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | QVC Earn-Out [Member] | ||||||||||||||||||||||||||||||||||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.44% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Long-term Debt, Total | ' | ' | $0 | $13,000,000 | ' | ' | ' | ' | ' | ' | $13,000,000 | ' | ' | ' | ' | ' | $9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '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 begin to repay twenty percent (20%) | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,377,000 | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.44% | 9.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 337,000 | 1,740,000 | ' | ' | ' | ' | ' | ' | ' | 1,835,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unamortization of Debt Discount (Premium) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,000 | 149,000 | 239,000 | 438,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Outstanding Value of Long-term Debt or Borrowing | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,637,000 | ' | ' | ' | ' | ' | ' | ' | 4,165,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Prepaid Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 123,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise Price of Common Stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | ' |
Royalty Earn Out Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' |
Earn Out Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,600,000 | ' | 6,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | 3,000,000 | 3,600,000 | ' |
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). | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | 227,000 | 189,000 | 597,000 | 738,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 86,000 | 159,000 | 254,000 | 469,000 | ' | 78,000 | 153,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Royalty Revenue, Total | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 |
Repayment Of Contingent Obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 315,000 | ' | ' | ' | ' | ' |
Liabilities, Current | 8,091,000 | ' | 8,091,000 | ' | 2,411,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' |
Floor Price Per Share for Conversion of Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7 | ' | ' | $7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Total | 41,152,000 | ' | 41,152,000 | ' | 24,726,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,780,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Earnings before Interest, Taxes, Depreciation, and Amortization, Year One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,000,000 | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' |
Minimum Earnings before Interest, Taxes, Depreciation, and Amortization, Year Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum Earnings before Interest, Taxes, Depreciation, and Amortization, Year Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Earnings before Interest, Taxes, Depreciation, and Amortization, Year Four | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Liquidity Covenants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Net Worth Required for Compliance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31,000,000 | ' | ' | ' | ' | ' | 31,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum Capital Expenditures of Guarantor and its Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | 0.50% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Maturity Date, Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5-year term loan | ' | ' | ' | ' | ' | '5-year term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Fixed Charge Ratio, Start Range | ' | ' | ' | ' | ' | ' | ' | 1.1 | 1.2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum Fixed Charge Ratio, End Range | ' | ' | ' | ' | ' | ' | ' | 1 | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Unamortized Discount (Premium), Net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,284,000 | ' | 5,284,000 | ' | 5,045,000 | 4,318,000 | 4,318,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Imputed Annual Interest Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' | ' | ' | ' | ' | 7.33% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional Contingent Obligation Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $600,000 | ' | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (Equity Option [Member]) | 9 Months Ended | |
Sep. 30, 2014 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Expected Volatility Rate, Minimum | 24.00% | [1] |
Expected Volatility Rate, Maximum | 30.00% | [1] |
Expected Dividend Yield | 0.00% | |
Risk-Free Interest Rate, Minimum | 0.58% | |
Risk-Free Interest Rate, Maximum | 0.69% | |
Minimum [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Expected Life (Term) | '2 years | [2] |
Maximum [Member] | ' | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |
Expected Life (Term) | '3 years | [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, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Outstanding at January 1, 2014 | 343,125 |
Options, Granted | 135,000 |
Options, Canceled | 0 |
Options, Exercised | -19,000 |
Options, Expired/Forfeited | -65,125 |
Options, Outstanding at September 30, 2014 | 394,000 |
Options, Exercisable at September 30, 2014 | 309,000 |
Weighted Average Exercise Price, Outstanding at January 1, 2014 | $4.55 |
Weighted-Average Exercise Price, Granted | $6.57 |
Weighted-Average Exercise Price Canceled | $0 |
Weighted-Average Exercise Price, Exercised | $3.58 |
Weighted-Average Exercise Price, Expired/Forfeited | $4.55 |
Weighted Average Exercise Price, Outstanding at September 30, 2014 | $5.29 |
Weighted-Average Exercise Price, Exercisable at September 30, 2014 | $4.70 |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (Warrant [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Warrant [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Warrants, Outstanding at January 1, 2014 | 1,469,543 |
Warrants, Granted | 0 |
Warrants, Canceled | 0 |
Warrants, Exercised | 0 |
Warrants, Expired/Forfeited | 0 |
Warrants, Outstanding at September 30, 2014 | 1,469,543 |
Warrants, Exercisable at September 30, 2014 | 1,457,043 |
Weighted-Average Exercise Price, Outstanding at January 1, 2014 | $3.05 |
Weighted-Average Exercise Price, Granted | $0 |
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, 2014 | $3.05 |
Weighted-Average Exercise Price, Exercisable at September 30, 2014 | $3.03 |
Stockholders_Equity_Details_3
Stockholders' Equity (Details 3) (Restricted Stock [Member], USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Restricted Stock [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Restricted Shares, Outstanding at January 1, 2014 | 2,026,554 |
Restricted Shares, Granted | 1,457,475 |
Restricted Shares, Canceled | 0 |
Restricted Shares, Vested | -110,000 |
Restricted Shares, Expired/Forfeited | -3,625 |
Restricted Shares, Outstanding at September 30, 2014 | 3,370,404 |
Weighted-Average Grant Date Fair Value, Outstanding at January 1, 2014 | $3.59 |
Weighted-Average Grant Date Fair Value, Granted | $5.28 |
Weighted-Average Grant Date Fair Value, Canceled | $0 |
Weighted-Average Grant Date Fair Value, Vested | $3.86 |
Weighted-Average Grant Date Fair Value, Expired/Forfeited | $3.86 |
Weighted-Average Grant Date Fair Value, Outstanding at September 30, 2014 | $4.39 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 9 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 | 3 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jul. 31, 2014 | 15-May-14 | Jan. 31, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2013 | 1-May-13 | 1-May-13 | 1-May-13 | Apr. 30, 2014 | Apr. 30, 2013 | Apr. 30, 2014 | Apr. 30, 2014 | 15-May-14 | 15-May-14 | 15-May-14 | Jul. 15, 2014 | Jul. 15, 2014 | Jul. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Apr. 30, 2013 | Sep. 30, 2014 | Apr. 30, 2013 | |
Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Adam Dweck [Member] | Non Executive Employees [Member] | Non Executive Employees [Member] | Non Executive Employees [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] | 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] | ||
Management [Member] | Management [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] | Executives And Employees [Member] | Executives And Employees [Member] | Executives And Employees [Member] | Director [Member] | Director [Member] | Director [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||||||||||||||||||
September 20, 2014 [Member] | April 30 2014 [Member] | April 30 2015 [Member] | March 31 2015 [Member] | March 31 2016 [Member] | March 31 2016 [Member] | May 31, 2015 [Member] | March 31 2015 [Member] | March 31 2016 [Member] | September 30 2014 [Member] | March 31 2015 [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Management [Member] | Non Management Directors [Member] | Non Management Directors [Member] | Non Management Directors [Member] | |||||||||||||||||||||||||||||||||||
September 30 2014 [Member] | March 31 2015 [Member] | March 31 2015 [Member] | January 1, 2015 [Member] | September 30, 2015 [Member] | September 30, 2016 [Member] | September 30 2014 [Member] | March 31 2015 [Member] | March 31 2015 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 825,000 | ' | ' | 1,270,000 | ' | 29,750 | ' | ' | 50,000 | 100,000 | ' | ' | 557,475 | ' | ' | 25,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 275,000 | ' | 275,000 | ' | ' | ' | 1,075,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,185,000 | 97,500 | 89,500 | 97,500 | 550,000 | 92,000 | 91,000 | 50,000 | 90,000 | 50,000 |
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% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | ' | $15,000 | $19,000 | $37,000 | $58,000 | ' | $0 | $0 | $1,000 | $0 | ' | ' | ' | $0 | $11,000 | $0 | $33,000 | ' | ' | ' | ' | ' | $917,000 | $2,266,000 | $4,282,000 | $4,562,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Issued Shares Former Equity Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 576 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Options Issued Value Per Share Former Equity Plan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $728 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount On Licensing Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | 1,000 | 13,000 | 3,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 614,033 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Capital Shares Reserved for Future Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,478,152 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock Two | ' | ' | ' | ' | ' | 25,000 | 12,500 | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercise Price Two | ' | ' | ' | ' | ' | $5 | $5 | ' | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Warrants Expiration Date | ' | ' | ' | ' | ' | 2-Aug-16 | ' | ' | 2-Aug-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Share Based Compensation Expenses For Next 24 Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,466,000 | ' | 4,466,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 550,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 35,000 | 50,000 | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Investment Options, Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.50 | $7.50 | $5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | 50.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Royalties, One | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated Royalties, Two | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected Share Based Compensation Expenses For Next 21 Months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Eligible For Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 2,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,000 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,750 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued To Purchase Common Stock | ' | ' | ' | ' | ' | ' | 12,500 | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earnings_Per_Share_Details
Earnings Per Share (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Earnings Per Share Basic And Diluted [Line Items] | ' | ' | ' | ' |
Basic | 12,021,614 | 10,167,769 | 11,526,277 | 8,892,303 |
Diluted | 13,034,169 | 10,753,850 | 11,526,277 | 9,478,787 |
Warrant [Member] | ' | ' | ' | ' |
Earnings Per Share Basic And Diluted [Line Items] | ' | ' | ' | ' |
Effect of exercise of options and Warrants | 897,509 | 4,241 | 0 | 4,644 |
Employee Stock Option [Member] | ' | ' | ' | ' |
Earnings Per Share Basic And Diluted [Line Items] | ' | ' | ' | ' |
Effect of exercise of options and Warrants | 115,046 | 581,840 | 0 | 581,840 |
Earnings_Per_Share_Details_1
Earnings Per Share (Details 1) (Employee Stock Option [Member], Warrant [Member]) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Employee Stock Option [Member] | Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Stock options and warrants | 0 | 1,126,925 | 0 | 949,498 |
Income_Tax_Details_Textual
Income Tax (Details Textual) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Effective Income Tax Rate Reconciliation, Percent | 166.00% | 37.00% | 55.00% | 524.00% |
Income Tax Expense (Benefit) | ($166,000) | ($847,000) | ($584,000) | ($1,626,000) |
Gain On Reduction Of Contingent Obligations | $600,000 | $5,100,000 | ' | ' |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | |
Revenue: | ' | ' | ' | ' | ' |
Net licensing revenue | $5,092,000 | $3,075,000 | $13,821,000 | $8,863,000 | ' |
Design and service fee revenue | 286,000 | 714,000 | 1,161,000 | 1,288,000 | ' |
Design and licensing revenues | 5,378,000 | 3,789,000 | 14,982,000 | 10,151,000 | ' |
Net retail sales | 235,000 | 130,000 | 381,000 | 162,000 | ' |
Total revenues | 5,613,000 | 3,919,000 | 15,363,000 | 10,313,000 | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | 314,000 | 2,657,000 | -3,000 | 1,733,000 | ' |
Depreciation and amortization : | ' | ' | ' | ' | ' |
Total depreciation and amortization | 265,000 | 222,000 | 756,000 | 663,000 | ' |
Capital expenditures: | ' | ' | ' | ' | ' |
Total capital expenditures | 197,000 | 53,000 | 645,000 | 268,000 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 69,692,000 | ' | 69,692,000 | ' | 45,308,000 |
Total property and equipment | 1,449,000 | ' | 1,449,000 | ' | 1,153,000 |
Design And Licensing [Member] | ' | ' | ' | ' | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | 860,000 | 2,797,000 | 1,465,000 | 1,966,000 | ' |
Depreciation and amortization : | ' | ' | ' | ' | ' |
Total depreciation and amortization | 225,000 | 214,000 | 667,000 | 653,000 | ' |
Capital expenditures: | ' | ' | ' | ' | ' |
Total capital expenditures | 90,000 | 30,000 | 189,000 | 127,000 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 69,692,000 | ' | 69,692,000 | ' | 45,308,000 |
Total property and equipment | 845,000 | ' | 845,000 | ' | 939,000 |
Retail [Member] | ' | ' | ' | ' | ' |
Operating income (loss): | ' | ' | ' | ' | ' |
Total operating income (loss) | -546,000 | -140,000 | -1,468,000 | -233,000 | ' |
Depreciation and amortization : | ' | ' | ' | ' | ' |
Total depreciation and amortization | 40,000 | 8,000 | 89,000 | 10,000 | ' |
Capital expenditures: | ' | ' | ' | ' | ' |
Total capital expenditures | 107,000 | 23,000 | 456,000 | 141,000 | ' |
Long Lived Assets | ' | ' | ' | ' | ' |
Total Trademarks and other intangibles, net | 0 | ' | 0 | ' | 0 |
Total property and equipment | $604,000 | ' | $604,000 | ' | $214,000 |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 9 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Jul. 10, 2012 | Sep. 29, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Oct. 31, 2013 | Aug. 02, 2011 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 05, 2013 | Jun. 05, 2013 | |
Todd Slater [Member] | 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] | Adam Dweck [Member] | Threadstone Advisors, LLC [Member] | DiSanto Trust [Member] | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commission Rate to Related Party | ' | ' | 15.00% | 15.00% | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Fees Earned Separate from Buy Out Payment | ' | ' | ' | ' | $21,000 | $12,000 | $63,000 | $35,000 | ' | ' | $5,000 | $4,000 | $17,000 | $14,000 | $280,000 | ' |
Related Party Transaction, Amounts of Transaction | ' | ' | 163,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' |
Proceeds from Issuance of Common Stock | 6,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,003 |
Warrants Exercise Price One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | $5 | ' | ' | ' |
Accumulated Royalties, One | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' |
Warrants Issued To Purchase Common Stock Two | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 12,500 | ' | 12,500 | ' | ' | ' |
Warrants Exercise Price Two | ' | ' | ' | ' | ' | ' | ' | ' | $5 | ' | $5 | ' | $5 | ' | ' | ' |
Accumulated Royalties, Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Warrants Issued To Purchase Common Stock Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 25,000 | ' | ' | ' |
Accumulated Royalties, Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' |
Investment Warrants Expiration Date | ' | ' | ' | ' | ' | ' | ' | ' | 2-Aug-16 | ' | ' | ' | 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 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,500 | ' | $12,500 | ' | ' | $62,500 |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 285,715 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000 | ' | 25,000 | ' | ' | ' |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 | Nov. 06, 2014 |
Equity Incentive Plan 2011 [Member] | Common Stock [Member] | Preferred Stock [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [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] | Common Stock [Member] | Preferred Stock [Member] | |||||||
Restricted Stock [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||||
Restricted Stock [Member] | Restricted Stock [Member] | ||||||||||||
Total Shares Authorized | 26,000,000 | ' | ' | ' | ' | 36,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | 35,000,000 | ' |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | 1,000,000 |
Common Stock Eligible For Issuance | ' | ' | 5,000,000 | ' | ' | ' | ' | 5,000,000 | ' | 8,000,000 | ' | ' | ' |
Share-Based Compensation Arrangement By Share-Based Payment Award, Number Of Shares Available For Grant | ' | ' | 614,033 | ' | ' | ' | 2,000,000 | 2,000,000 | 2,000,000 | 5,000,000 | 5,000,000 | ' | ' |