Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 12, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | XCel Brands, Inc. | |
Entity Central Index Key | 1,083,220 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | XELB | |
Entity Common Stock, Shares Outstanding | 17,997,856 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Current Assets: | ||
Cash and cash equivalents | $ 2,617,000 | $ 8,531,000 |
Accounts receivable, net | 6,566,000 | 3,641,000 |
Prepaid expenses and other current assets | 725,000 | 532,000 |
Deferred tax assets | 650,000 | 633,000 |
Current assets held for disposition from discontinued retail operations | 9,000 | 503,000 |
Total current assets | 10,567,000 | 13,840,000 |
Property and equipment, net | 693,000 | 833,000 |
Trademarks and other intangibles, net | 97,379,000 | 97,679,000 |
Goodwill | 12,371,000 | 12,371,000 |
Deferred finance costs, net | 557,000 | 624,000 |
Restricted cash | 1,109,000 | 0 |
Other assets | 888,000 | 271,000 |
Long-term assets held for disposition from discontinued retail operations | 0 | 123,000 |
Total non-current other assets | 112,304,000 | 111,068,000 |
Total Assets | 123,564,000 | 125,741,000 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 2,296,000 | 3,339,000 |
Deferred revenue | 206,000 | 256,000 |
Installment obligations in connection with the acquisition of the Ripka Brand | 7,000 | 2,190,000 |
Other current liabilities | 108,000 | 190,000 |
Current portion of long-term debt | 7,750,000 | 5,650,000 |
Current portion of long-term debt, contingent obligations | 2,766,000 | 5,766,000 |
Current liabilities held for disposition from discontinued retail operations | 155,000 | 218,000 |
Total current liabilities | 13,288,000 | 17,609,000 |
Long-Term Liabilities: | ||
Long-term debt, less current portion | 32,501,000 | 39,648,000 |
Deferred tax liabilities | 7,946,000 | 8,082,000 |
Other long-term liabilities | 238,000 | 178,000 |
Total long-term liabilities | 40,685,000 | 47,908,000 |
Total Liabilities | $ 53,973,000 | $ 65,517,000 |
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, 35,000,000 shares authorized at June 30, 2015 and December 31, 2014 and 15,191,689 and 14,011,896 issued and outstanding at June 30, 2015 and December 31, 2014, respectively | 15,000 | 14,000 |
Paid-in capital | 64,308,000 | 56,718,000 |
Retained earnings | 5,268,000 | 3,492,000 |
Total Stockholders' equity | 69,591,000 | 60,224,000 |
Total Liabilities and Stockholders' Equity | $ 123,564,000 | $ 125,741,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000 | 1,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 15,191,689 | 14,011,896 |
Common stock, shares outstanding | 15,191,689 | 14,011,896 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues | ||||
Net licensing revenue | $ 6,269,000 | $ 6,064,000 | $ 12,793,000 | $ 9,604,000 |
Net e-commerce sales | 52,000 | 8,000 | 119,000 | 8,000 |
Total revenues | 6,321,000 | 6,072,000 | 12,912,000 | 9,612,000 |
Cost of goods sold | 35,000 | 4,000 | 80,000 | 4,000 |
Gross profit | 6,286,000 | 6,068,000 | 12,832,000 | 9,608,000 |
Operating expenses | ||||
Salaries, benefits and employment taxes | 3,073,000 | 2,405,000 | 6,176,000 | 4,381,000 |
Other design and marketing costs | 808,000 | 181,000 | 1,092,000 | 356,000 |
Other selling, general and administrative expenses | 535,000 | 701,000 | 1,521,000 | 1,381,000 |
Stock-based compensation | 1,108,000 | 1,818,000 | 2,121,000 | 3,383,000 |
Depreciation and amortization | 318,000 | 236,000 | 580,000 | 460,000 |
Total operating expenses | 5,842,000 | 5,341,000 | 11,490,000 | 9,961,000 |
Other expenses (income) | ||||
Gain on reduction of contingent obligation | (3,000,000) | (600,000) | (3,000,000) | (600,000) |
Loss on extinguishment of debt | 760,000 | 0 | 1,371,000 | 0 |
Total other income, net | (2,240,000) | (600,000) | (1,629,000) | (600,000) |
Operating income | 2,684,000 | 1,327,000 | 2,971,000 | 247,000 |
Interest and finance expense | ||||
Interest expense - term debt | 309,000 | 226,000 | 621,000 | 370,000 |
Other interest and finance charges | 124,000 | 183,000 | 323,000 | 277,000 |
Total interest and finance expense | 433,000 | 409,000 | 944,000 | 647,000 |
Income (loss) from continuing operations before income taxes | 2,251,000 | 918,000 | 2,027,000 | (400,000) |
Income tax provision (benefit) | 90,000 | 320,000 | (16,000) | (174,000) |
Income (loss) from continuing operations | 2,161,000 | 598,000 | 2,043,000 | (226,000) |
Loss from discontinued operations, net | (54,000) | (189,000) | (267,000) | (320,000) |
Net income (loss) | $ 2,107,000 | $ 409,000 | $ 1,776,000 | $ (546,000) |
Basic net income (loss) per share: | ||||
Continuing operations | $ 0.15 | $ 0.05 | $ 0.14 | $ (0.02) |
Discontinued operations, net | (0.01) | (0.02) | (0.02) | (0.03) |
Net income (loss) | 0.14 | 0.03 | 0.12 | (0.05) |
Diluted net income (loss) per share: | ||||
Continuing operations | 0.14 | 0.05 | 0.13 | (0.02) |
Discontinued operations, net | (0.01) | (0.02) | (0.02) | (0.03) |
Net income (loss) | $ 0.13 | $ 0.03 | $ 0.11 | $ (0.05) |
Basic and diluted loss per share: | ||||
Basic weighted average common shares outstanding | 14,850,874 | 11,713,813 | 14,462,305 | 11,274,503 |
Diluted weighted average common shares outstanding | 15,963,975 | 12,710,184 | 15,575,406 | 11,274,503 |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Stockholders' Equity - 6 months ended Jun. 30, 2015 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] |
Balances at Dec. 31, 2014 | $ 60,224,000 | $ 14,000 | $ 56,718,000 | $ 3,492,000 |
Balances (in shares) at Dec. 31, 2014 | 14,011,896 | |||
Shares issued to employees in connection with restricted stock grants, net of forfeitures | 0 | $ 0 | 0 | 0 |
Shares issued to employees in connection with restricted stock grants, net of forfeitures (in shares) | 579,792 | |||
Compensation expense in connection with stock options, warrant and restricted stock | 2,121,000 | $ 0 | 2,121,000 | 0 |
Issuance of Common Stock in connection with the extinguishment of Ripka Seller Notes | 5,401,000 | $ 1,000 | 5,400,000 | 0 |
Issuance of Common Stock in connection with the extinguishment of Ripka Seller Notes (in shares) | 600,001 | |||
Tax benefit from vested stock grants and exercised options | 69,000 | $ 0 | 69,000 | 0 |
Net income | 1,776,000 | 0 | 0 | 1,776,000 |
Balances at Jun. 30, 2015 | $ 69,591,000 | $ 15,000 | $ 64,308,000 | $ 5,268,000 |
Balance (in shares) at Jun. 30, 2015 | 15,191,689 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows (used in) provided by operating activities | ||
Net income (loss) | $ 1,776,000 | $ (546,000) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Loss from discontinued operations, net | 267,000 | 320,000 |
Depreciation and amortization expense | 580,000 | 460,000 |
Amortization of deferred finance costs | 77,000 | 34,000 |
Stock-based compensation | 2,121,000 | 3,383,000 |
Recovery of doubtful accounts | (21,000) | 0 |
Amortization of note discount | 246,000 | 233,000 |
Deferred income tax benefit | (85,000) | (568,000) |
Tax benefit from vested stock grants and exercised options | (69,000) | 0 |
Gain on reduction of contingent obligation | 3,000,000 | 600,000 |
Loss on extinguishment of debt | 1,371,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,903,000) | (1,193,000) |
Prepaid expenses and other assets | (204,000) | 10,000 |
Accounts payable and accrued expenses | (1,010,000) | 541,000 |
Deferred revenue | (78,000) | 457,000 |
Other liabilities | (23,000) | 106,000 |
Net cash (used in) provided by operating activities from continuing operations | (955,000) | 2,637,000 |
Net cash (used in) provided by operating activities from discontinued operations, net | 207,000 | (569,000) |
Net cash (used in) provided by operating activities | (748,000) | 2,068,000 |
Cash flows used in investing activities | ||
Cash consideration for asset acquisition of the Ripka Brand | 0 | (12,363,000) |
Cash consideration for asset acquisition of the H Halston Brand | (14,000) | 0 |
Purchase of property and equipment | (47,000) | (139,000) |
Restricted cash for security deposit | (1,109,000) | 0 |
Advance deposit related to trademark acquisition | (300,000) | 0 |
Net cash used in investing activities from continuing operations | (1,470,000) | (12,502,000) |
Net cash used in investing activities from discontinued operations, net | 0 | (309,000) |
Net cash used in investing activities | (1,470,000) | (12,811,000) |
Cash flows (used in) provided by financing activities | ||
Proceeds from term debt related to the Ripka Brand | 0 | 9,000,000 |
Shares repurchased on vesting of restricted stock | 0 | (63,000) |
Proceeds from issuance of exercise of stock options | 0 | 6,000 |
Tax benefit from vested stock grants and exercised options | 69,000 | 0 |
Payment of contingent obligation | 0 | (315,000) |
Payment of deferred finance costs | (10,000) | (239,000) |
Costs associated with equity offering | (316,000) | 0 |
Payment of long-term debt | (1,256,000) | 0 |
Payment of installment obligations related to the acquisition of the Ripka Brand | (2,183,000) | 0 |
Net cash (used in) provided by financing activities | (3,696,000) | 8,389,000 |
Net decrease in cash and cash equivalents | (5,914,000) | (2,354,000) |
Cash and cash equivalents, beginning of period | 8,531,000 | 7,461,000 |
Cash and cash equivalents, end of period | 2,617,000 | 5,107,000 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Issuance of common stock as payment for notes payable | 5,401,000 | 0 |
Issuance of Notes payable as partial consideration in the acquisition of the Ripka Brand | 0 | 4,165,000 |
Issuance of common stock in connection with acquisition of the Ripka Brand | 0 | 2,286,000 |
Contingent obligation related to acquisition of the Ripka Brand | 0 | 3,786,000 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income taxes | 437,000 | 58,000 |
Cash paid during the period for interest | $ 610,000 | $ 343,000 |
Nature of Operations, Backgroun
Nature of Operations, Background and Basis of Presentation | 6 Months Ended |
Jun. 30, 2015 | |
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 accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations or cash flows. It is the opinion of Xcel Brands, Inc., (the “Company”), however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the SEC on March 31, 2015, which contains the audited consolidated financial statements and notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, for the years ended December 31, 2014 and 2013. The financial information as of December 31, 2014 is derived from the audited consolidated financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The interim results for the three and six months ended June 30, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any future interim periods. The Company is a brand development and media company engaged in the design, licensing, marketing and direct to consumer sales of branded apparel, footwear, accessories, jewelry and home goods, and the acquisition of additional high profile consumer lifestyle brands, including the Isaac Mizrahi brand (the "Isaac Mizrahi Brand"), the Judith Ripka brand (the “Ripka Brand”), the H by Halston and H Halston brands (collectively, the “H Halston Brands”), the C Wonder brand acquired on July 31, 2015 (see Note 10, Subsequent Events) and certain rights of the Liz Claiborne New York brand (“LCNY Brand”) through July 31, 2016. Going forward, our focus shall be on our wholly-owned brands. The Company operates in a “working capital light” business model, wherein the Company licenses its brands to third parties, provides certain design services, and generates royalty and design and service fee revenues through licensing and other agreements with wholesale manufacturers, sourcing and design companies and retailers. This includes licensing its 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 the Company’s wholly-owned subsidiary, IM Brands, LLC (“IM Brands”) (the “Isaac Mizrahi Business”), the Ripka Brand is licensed through the Company’s wholly-owned subsidiary, JR Licensing, LLC (“JR Licensing”), the H Halston Brands are licensed through the Company’s wholly-owned subsidiary, H Licensing, LLC (“H Licensing”) and the C Wonder Brand is licensed through the Company’s wholly-owned subsidiary, C Wonder Licensing, LLC (“C Wonder”). From June 2013 through December 2014, the Company operated its retail business through its wholly-owned subsidiary, IMNY Retail Management, LLC. In December 2014, the Company discontinued its retail stores. Accordingly, the Company’s retail operations are treated as discontinued operations and prior periods presented have been reclassified to give effect to this change (see Note 8). 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, 2014. As a result of the Company's discontinued operations, certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 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 to 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 consolidated financial statements and disclosures. In July 2015, the FASB deferred the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments of ASU 2015-03. For public business entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 31, 2015, and interim periods within those fiscal years. For all other entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. |
Trademarks, Goodwill and Other
Trademarks, Goodwill and Other Intangibles | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 2. Trademarks, Goodwill and Other Intangibles June 30, December 31, Trademarks $ 96,676,000 $ 96,662,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 562,000 Copyrights and other intellectual property 190,000 190,000 Accumulated amortization (2,049,000) (1,735,000) Net carrying amount $ 97,379,000 $ 97,679,000 Amortization expense for intangible assets for the quarter ended June 30, 2015 (the “Current Quarter”) and the quarter ended June 30, 2014 (the “Prior Year Quarter”) was $ 157,000 139,000 314,000 272,000 At June 30, 2015 and December 31, 2014, the Company had $ 12.37 |
Significant Contracts
Significant Contracts | 6 Months Ended |
Jun. 30, 2015 | |
Significant Contracts [Abstract] | |
Significant Contracts [Text Block] | 3. Significant Contracts QVC Agreements Under the Company’s agreements with QVC, QVC is required to pay the Company fees based primarily on a percentage of its net sales of Isaac Mizrahi, Ripka and H Halston branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $ 4.94 4.32 78 71 10.09 6.61 78 69 5.43 2.36 83 65 1.0 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. Debt June 30, December 31, IM Term Loan $ 12,250,000 $ 12,750,000 JR Term Loan 9,000,000 9,000,000 H Term Loan 10,000,000 10,000,000 IM Seller Note 4,765,000 5,366,000 Ripka Seller Notes 452,000 4,398,000 Contingent obligation - IM Seller (*) 2,766,000 5,766,000 Contingent obligation - JR Seller 3,784,000 3,784,000 Total 43,017,000 51,064,000 Current portion (*) 10,516,000 11,416,000 Total long-term debt $ 32,501,000 $ 39,648,000 (*) $ 2.77 IM Term Loan On August 1, 2013, IM Brands entered into a $ 13.0 five year term loan 4.44 Year Ending December 31, Amount of 2015 (July 1 through December 31) $ 875,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,250,000 IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to (i) fifty percent (50%) of the excess cash flow for such fiscal year, until such time as principal payments to BHI under the IM Term Loan and the JR Term Loan equal $1,000,000 in the aggregate, then twenty percent (20%) of the excess cash flow for such fiscal year. 2,000,000 See “Financial Covenants” below for a summary of the financial covenants required under the IM Term Loan. JR Term Loan On April 3, 2014, the Company entered into a $ 9 five year term loan LIBOR plus 3.5% or Prime plus 0.50% Year Ending December 31, Amount of 2015 (July 1 through December 31) $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 JR Licensing is required to 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 See “Financial Covenants” below for a summary of the financial covenants required under the JR Term Loan. H Term Loan On December 22, 2014, H Licensing entered into a $ 10 five year term loan The H Term Loan bears interest at an annual rate, as elected by H Licensing, of LIBOR plus 3.50% or Prime rate plus 0.50% Year Ending December 31, Amount of 2016 $ 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period See “Financial Covenants” below for a summary of the financial covenants required under the H Term Loan. Financial Covenants - Term Loans 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, the JR Term Loan, and the H Term Loan (collectively, the “Term Loans”). In addition: · EBITDA (as defined in the respective term loan agreements) of the Company on a consolidated basis shall not be less than $ 7,500,000 15,500,000 17,000,000 · Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $ 1,300,000 500,000 500,000 · The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 1.00 · Net worth of the Company on a consolidated basis shall not be less than $ 40 · Liquid assets of the Company on a consolidated basis shall not be less than $ 4,500,000 · EBITDA of IM Brands (as defined in the agreement) shall not be less than $ 9,000,000 11,000,000 12,500,000 · EBITDA of JR Licensing (as defined in the agreement) shall not be less than $ 4,000,000 5,000,000 · H Licensing’s loss, if any (prior to the Company’s allocable expenses) for the year ending December 31, 2015 cannot exceed $ 500,000 4,500,000 5,000,000 · H Licensing shall have license royalty income of at least $ 6,000,000 On June 25, 2015, the Company entered into an Amendment to Line Letter Agreements with BHI (the “Line Letter Amendment”), pursuant to which the parties amended the IM Term Loan, the JR Term Loan and the H Term Loan in order to amend the definition of “Liquid Assets” in each of the term loans to include cash on deposit with BHI to secure the reimbursement of obligations to BHI arising from the issuance of letters of credit by BHI for the benefit of the Company. Additionally, the term loans are amended to permit the Company and (a) JR Licensing (with respect to the JR Term Loan), (b) H Licensing (with respect to the H Term Loan) or (c) IM Brands (with respect to the IM Term Loan), as applicable, to incur additional indebtedness with BHI. As of June 30, 2015, the Company was in compliance with all of the covenants under the Term Loans. For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $ 309,000 226,000 621,000 370,000 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 in the principal amount of $ 7,377,000 0.25 9.25 1,740,000 9.0 5,637,000 123,000 On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (the “Amended Maturity Date”), (2) revise the date to which the maturity date may be extended to September 30, 2018. The IM Seller Note also (1) provides 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 Payment Date Payment January 31, 2016 (i) $ 750,000 September 30, 2016 (ii) $ 4,377,000 (i) Payable in cash 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. (ii) Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $ 78,000 85,000 73,000 80,000 158,000 168,000 149,000 158,000 4,765,000 5,366,000 Ripka Seller Notes On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka promissory notes in the aggregate principal amount of $ 6,000,000 7.00 7.00 Management determined that its expected borrowing rate is estimated to be 7.33 1,835,000 7.33 4,165,000 On February 20, 2015, the Company agreed to cancel Ripka Seller Notes in the principal amount of $ 3.0 2.4 2,400,000 600,000 75,000 2,400,000 On February 20, 2015, the Company entered into a release letter (the “Release Letter”) with Thai Jewelry, pursuant to which the Company agreed to issue to Thai Jewelry an aggregate of 266,667 2.4 1.79 0.61 On April 21, 2015, the Company satisfied an additional $ 3 333,334 2.24 0.76 For the Current Quarter and Prior Year Quarter, the Company incurred interest expense of $ 9,000 75,000 88,000 75,000 452,000 4,398,000 Contingent Obligations IM Earn-Out Obligation IM Ready may earn additional shares of Common Stock with a value of up to $ 7,500,000 4.50 315,000 The IM Earn-Out Obligation is recorded as the current portion of long-term debt in the amount of $ 0 3.0 The $ 3.0 7.5 Any change in the IM Earn-Out Obligation at September 30, 2015 will result in a reversal of the income recorded in the Current Quarter. In addition, a change in the IM Earn-Out Obligation in excess of the income recorded in the Current Quarter could result in an expense. The royalty targets and percentage of the potential earn-out value are as follows: Royalty Target Period Royalty Target Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the IM 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. Applicable Percentage % of 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 IM Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM 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. QVC Earn-Out The Company is obligated to pay IM Ready $ 2.76 2.5 4.50 Ripka Earn-Out In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $ 5 7.00 1 3.78 As of June 30, 2015 and December 31, 2014, total contingent obligations were $ 6.55 9.55 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 5. 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 8,000,000 The fair value of options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options and warrants using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Stock Options Options granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. The Company did not grant any stock options during the Current Six Months. Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2015 404,000 $ 6.67 2.89 $ 1,472,000 Granted - - - Canceled - - - Exercised - - - Expired/Forfeited (1,250) (3.40) - Outstanding and expected to vest at June 30, 2015 402,750 $ 5.36 2.39 $ 1,465,000 Exercisable at June 30, 2015 332,750 $ 4.90 1.85 $ 1,327,000 The preceding table does not include options to purchase 576 728 Compensation expense related to stock options for the Current Quarter and the Prior Year Quarter was $ 16,000 10,000 33,000 19,000 67,000 1.03 Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2015 95,000 $ 1.43 Granted - - Vested (25,000) 1.41 Forfeited or Canceled - - Balance at June 30, 2015 70,000 $ 1.44 Warrants Warrants granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant. As of June 30, 2015 and December 31, 2014, there were 2,219,543 6.07 3.98 4.23 6,497,413 The Company did not grant any warrants to purchase shares of Common Stock during the Current Six Months. No compensation expense was recorded in the Current Six Months or Prior Year Six Months related to warrants. Restricted Stock Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2015 3,208,410 $ 4.46 Granted 585,667 9.00 Canceled - - Vested (69,905) 6.60 Expired/Forfeited (5,875) 6.34 Outstanding at June 30, 2015 3,718,297 $ 5.17 On January 1, 2015, the Company issued to a non-executive employee 25,000 50 50 st On January 6, 2015, the Company issued non-executive employees 18,167 On April 1, 2015, the Company issued to each non-management director 10,000 50 50 On May 19 , 417,500 50 50 On June 3, 2015, the Company issued a non-management director 75,000 33.33 Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $ 1,092,000 1,810,000 2,088,000 3,368,000 6,988,000 1.55 Shares Available Under the Company’s 2011 Equity Incentive Plan At June 30, 2015, there were 3,114,716 Shares Reserved for Issuance At June 30, 2015, there were 5,737,009 Dividends The Company has not paid any dividends to date. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 6. 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. Three Months Ended Six Months Ended 2015 2014 2015 2014 Basic 14,850,874 11,713,813 14,462,305 11,274,503 Effect of exercise of warrants 971,873 866,548 971,873 Effect of exercise of stock options 141,228 129,823 141,228 Diluted 15,963,975 12,710,184 15,575,406 11,274,503 Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Stock options and warrants 750,000 50,000 750,000 771,916 |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 7. Income Tax The effective income tax rate for the Current Quarter and the Prior Year Quarter from continuing operations was approximately 4 35 0.09 0.32 (1) 44 0.02 0.17 3.0 0.6 |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 8. Discontinued Operations Discontinued operations represents the net sales and expenses related to the Company’s retail operations. The Company will continue to operate e-commerce, which was previously reported as a component of retail operations, as a component of its licensing business. Results of discontinued operations: Three Months Ended Six Months Ended 2015 2014 2015 2014 Net sales $ 181,000 $ 112,000 $ 287,000 $ 138,000 Cost of sales (101,000) (75,000) (221,000) (108,000) Operating expenses (91,000) (372,000) (266,000) (563,000) Depreciation expense - (20,000) - (31,000) Loss from disposal of discontinued operations (77,000) - (241,000) - Income tax benefit 34,000 166,000 174,000 244,000 Loss from discontinued operations, net $ (54,000) $ (189,000) $ (267,000) $ (320,000) Loss per share from discontinued operations, net: Basic $ (0.01) $ (0.02) $ (0.02) $ (0.03) Diluted $ (0.01) $ (0.02) $ (0.02) $ (0.03) Weighted average shares outstanding: Basic 14,850,874 11,713,813 14,462,305 11,274,503 Diluted 15,963,975 12,710,184 15,575,406 11,274,503 Assets and liabilities of discontinued operations: June 30, December 31, 2015 2014 Inventory $ - $ 214,000 Prepaid expenses and other current assets 9,000 63,000 Deferred tax asset - 226,000 Total current assets $ 9,000 $ 503,000 Property and equipment, net $ - $ 112,000 Other long-term assets - 11,000 Total long-term assets $ - $ 123,000 Accounts payable and accrued expenses $ 155,000 $ 157,000 Other current liabilities - 61,000 Total current liabilities $ 155,000 $ 218,000 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 9. Related Party Transactions Todd Slater On September 29, 2011, the Company entered into an 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 to 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 15 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 15 The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above for the Current Quarter and the Prior Year Quarter of $ 8,000 21,000 16,000 43,000 Licensing Agent Agreement On August 2, 2011, the Company entered into a licensing agent agreement with Adam Dweck (“AD”), son of Jack Dweck, a former director of the Company, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. AD earned $ 7,000 6,000 14,000 12,000 Jones Texas, Inc. On May 14, 2015, the Company entered into a consulting agreement with Jones Texas, Inc., ("JT Inc.") whose controlling shareholder is Edward Jones, a Director of the Company. The agreement provides for fees payable to JT Inc. up to $ 25,000 12,500 75,000 62,500 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events Acquisition of C Wonder Assets On July 31, 2015 (the “C Wonder Closing Date”), the Company and C Wonder Licensing, LLC, a wholly-owned subsidiary of the Company (“C Wonder Licensing” and, together with the Company, the “Buyers”), completed the acquisition of certain assets of Burch Acquisition, LLC (the “Seller”), including the “C Wonder” trademark and other intellectual property relating thereto, pursuant to an asset purchase agreement (the “Purchase Agreement”) dated as of July 16, 2015 among the Buyers, the Seller and, solely with respect to certain non-compete and confidentiality provisions of the Purchase Agreement, J. Christopher Burch. In accordance with the Purchase Agreement, the Buyers delivered (i) $ 2,500,000 500,000 500,000 500,000 111,111 In addition to the Closing Consideration and the Escrowed Consideration, the Seller will be eligible to earn additional consideration, which would be payable, if at all, in cash or shares of common stock of the Company, at the Company’s sole discretion, after June 30, 2019, with a value based on the royalties related directly to the assets the Company acquires pursuant to the Purchase Agreement. The value of the earn-out shall be calculated as the positive amount, if any, of (i) two times (A) the maximum net royalties as calculated for any single twelve month period commencing on July 1 and ending on June 30 between the closing date and June 30, 2019 (each, a “Royalty Target Year”) less (B) $4,000,000, plus (ii) two times the maximum royalty determined based on a percentage of retail and wholesale sales of C Wonder branded products by the Company as calculated for any single Royalty Target Year. Pursuant to the Purchase Agreement, the Company and the Seller entered into a voting agreement, pursuant to which the Seller appointed Robert J. D’Loren, Chief Executive Officer, President and Chairman of the Board of the Company, as its irrevocable proxy and attorney-in-fact with respect to the shares of the common stock of the Company received by it in connection with the transaction, including any shares issued pursuant to an earn-out. As proxy holder, Mr. D’Loren, shall vote in favor of matters recommended or approved by the board of directors. On July 15, 2015, the Company and C Wonder Licensing entered into a license agreement with QVC, Inc. dated July 31, 2015, which became effective upon the closing of the C Wonder acquisition (the “QVC License Agreement”). Pursuant to the QVC License Agreement, C Wonder designs and QVC markets, promotes, distributes and sells various products under the C Wonder brand name in exchange for a royalty based on net retail sales of the products. The initial license period expires on December 31, 2020. After the initial term, the QVC License Agreement automatically renews for additional three-year terms in perpetuity unless either party notifies the other of its intention not to renew at least sixty (60) days prior to the end of the then-current term. Public Equity Offering On July 31, 2015, the Company, announced the pricing of an underwritten public offering of 1,800,000 9.00 16,200,000 1,239,000 270,000 New Real Property Lease Agreement On July 8, 2015, the Company entered into a Sublease Agreement (the “Sublease”) with GBG USA Inc., a Delaware corporation (the “Sublandlord”), pursuant to which the Company has subleased approximately 29,566 October 30, 2027 117,032 which fixed rent shall increase upon the 5 year anniversary of the commencement of the Sublease In connection with the Sublease, the Company obtained an Irrevocable Standby Letter of Credit (the “Letter of Credit”) from BHI in favor of Sublandlord, for a sum not exceeding $ 1,108,725 |
Nature of Operations, Backgro17
Nature of Operations, Background and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 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 to 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 consolidated financial statements and disclosures. In July 2015, the FASB deferred the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions. In April 2015, the FASB issued ASU No. 2015-03, “Interest - Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments of ASU 2015-03. For public business entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 31, 2015, and interim periods within those fiscal years. For all other entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. |
Trademarks, Goodwill and Othe18
Trademarks, Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Trademarks and other intangibles, net consist of the following: June 30, December 31, Trademarks $ 96,676,000 $ 96,662,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 562,000 Copyrights and other intellectual property 190,000 190,000 Accumulated amortization (2,049,000) (1,735,000) Net carrying amount $ 97,379,000 $ 97,679,000 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Schedule of Debt [Table Text Block] | The Company’s net carrying amount of debt is comprised of the following: June 30, December 31, IM Term Loan $ 12,250,000 $ 12,750,000 JR Term Loan 9,000,000 9,000,000 H Term Loan 10,000,000 10,000,000 IM Seller Note 4,765,000 5,366,000 Ripka Seller Notes 452,000 4,398,000 Contingent obligation - IM Seller (*) 2,766,000 5,766,000 Contingent obligation - JR Seller 3,784,000 3,784,000 Total 43,017,000 51,064,000 Current portion (*) 10,516,000 11,416,000 Total long-term debt $ 32,501,000 $ 39,648,000 (*) $ 2.77 |
Debt Instrument Principal Payments [Table Text Block] | Payment Date Payment January 31, 2016 (i) $ 750,000 September 30, 2016 (ii) $ 4,377,000 (i) Payable in cash 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. (ii) Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. |
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 Target Period Royalty Target Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the IM 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. Applicable Percentage % of 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: Year Ending December 31, Amount of 2015 (July 1 through December 31) $ 875,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,250,000 |
JR Term Loan [Member] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments are as follows: Year Ending December 31, Amount of 2015 (July 1 through December 31) $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 |
H Term Loan [Member] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments of the H Loan are as follows: Year Ending December 31, Amount of 2016 $ 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock options for the Current Six Months is as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2015 404,000 $ 6.67 2.89 $ 1,472,000 Granted - - - Canceled - - - Exercised - - - Expired/Forfeited (1,250) (3.40) - Outstanding and expected to vest at June 30, 2015 402,750 $ 5.36 2.39 $ 1,465,000 Exercisable at June 30, 2015 332,750 $ 4.90 1.85 $ 1,327,000 |
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 Six Months is as follows: Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2015 3,208,410 $ 4.46 Granted 585,667 9.00 Canceled - - Vested (69,905) 6.60 Expired/Forfeited (5,875) 6.34 Outstanding at June 30, 2015 3,718,297 $ 5.17 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block] | The following table summarizes the Company’s stock option activity for non-vested options for the Current Six Months: Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2015 95,000 $ 1.43 Granted - - Vested (25,000) 1.41 Forfeited or Canceled - - Balance at June 30, 2015 70,000 $ 1.44 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 Six Months Ended 2015 2014 2015 2014 Basic 14,850,874 11,713,813 14,462,305 11,274,503 Effect of exercise of warrants 971,873 866,548 971,873 Effect of exercise of stock options 141,228 129,823 141,228 Diluted 15,963,975 12,710,184 15,575,406 11,274,503 |
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 June 30, Six Months Ended June 30, 2015 2014 2015 2014 Stock options and warrants 750,000 50,000 750,000 771,916 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | Results of discontinued operations: Three Months Ended Six Months Ended 2015 2014 2015 2014 Net sales $ 181,000 $ 112,000 $ 287,000 $ 138,000 Cost of sales (101,000) (75,000) (221,000) (108,000) Operating expenses (91,000) (372,000) (266,000) (563,000) Depreciation expense - (20,000) - (31,000) Loss from disposal of discontinued operations (77,000) - (241,000) - Income tax benefit 34,000 166,000 174,000 244,000 Loss from discontinued operations, net $ (54,000) $ (189,000) $ (267,000) $ (320,000) Loss per share from discontinued operations, net: Basic $ (0.01) $ (0.02) $ (0.02) $ (0.03) Diluted $ (0.01) $ (0.02) $ (0.02) $ (0.03) Weighted average shares outstanding: Basic 14,850,874 11,713,813 14,462,305 11,274,503 Diluted 15,963,975 12,710,184 15,575,406 11,274,503 Assets and liabilities of discontinued operations: June 30, December 31, 2015 2014 Inventory $ - $ 214,000 Prepaid expenses and other current assets 9,000 63,000 Deferred tax asset - 226,000 Total current assets $ 9,000 $ 503,000 Property and equipment, net $ - $ 112,000 Other long-term assets - 11,000 Total long-term assets $ - $ 123,000 Accounts payable and accrued expenses $ 155,000 $ 157,000 Other current liabilities - 61,000 Total current liabilities $ 155,000 $ 218,000 |
Trademarks, Goodwill and Othe23
Trademarks, Goodwill and Other Intangibles (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks | $ 96,676,000 | $ 96,662,000 |
Licensing agreements | 2,000,000 | 2,000,000 |
Non-compete agreement | 562,000 | 562,000 |
Copyrights and other intellectual property | 190,000 | 190,000 |
Accumulated amortization | (2,049,000) | (1,735,000) |
Net carrying amount | $ 97,379,000 | $ 97,679,000 |
Trademarks, Goodwill and Othe24
Trademarks, Goodwill and Other Intangibles (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||||
Amortization of Intangible Assets | $ 157,000 | $ 139,000 | $ 314,000 | $ 272,000 | |
Goodwill | $ 12,371,000 | $ 12,371,000 | $ 12,371,000 |
Significant Contracts (Details
Significant Contracts (Details Textual) - Royalty Agreement With QVC [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||||
Royalty Revenue | $ 4,940 | $ 4,320 | $ 10,090 | $ 6,610 | |
Revenue from Royalty, Percentage | 78.00% | 71.00% | 78.00% | 69.00% | |
Accounts Receivable, Gross | $ 5,430 | $ 5,430 | $ 2,360 | ||
Accounts Receivables, Percentage | 83.00% | 83.00% | 65.00% | ||
Accrued Fees and Other Revenue Receivable | $ 1,000 | $ 1,000 |
Debt (Details)
Debt (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Total | $ 43,017,000 | $ 51,064,000 | |
Current portion | [1] | 10,516,000 | 11,416,000 |
Total long term debt | 32,501,000 | 39,648,000 | |
IM Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term Note | 12,250,000 | 12,750,000 | |
Seller Note | 4,765,000 | 5,366,000 | |
Contingent obligation - due to seller | [1] | 2,766,000 | 5,766,000 |
Total | 12,250,000 | ||
JR Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term Note | 9,000,000 | 9,000,000 | |
Seller Note | 452,000 | 4,398,000 | |
Contingent obligation - due to seller | 3,784,000 | 3,784,000 | |
Total | 9,000,000 | ||
H Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Term Note | 10,000,000 | $ 10,000,000 | |
Total | $ 10,000,000 | ||
[1] | $2.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. |
Debt (Details 1)
Debt (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total | $ 43,017,000 | $ 51,064,000 |
IM Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2,015 | 875,000 | |
2,016 | 2,625,000 | |
2,017 | 3,125,000 | |
2,018 | 5,625,000 | |
Total | 12,250,000 | |
JR Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2,015 | 1,125,000 | |
2,016 | 2,250,000 | |
2,017 | 2,875,000 | |
2,018 | 2,250,000 | |
2,019 | 500,000 | |
Total | 9,000,000 | |
H Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2,015 | 1,500,000 | |
2,016 | 2,500,000 | |
2,017 | 3,000,000 | |
2,018 | 3,000,000 | |
Total | $ 10,000,000 |
Debt (Details 2)
Debt (Details 2) | Jun. 30, 2015USD ($) | |
January 31, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Payment Amount | [1] | $ 750,000 |
September 30, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Payment Amount | [2] | $ 4,377,000 |
[1] | Payable in cash 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. | |
[2] | Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. |
Debt (Details 3)
Debt (Details 3) - 6 months ended Jun. 30, 2015 - USD ($) | Total |
Fourth Royalty Target Period [Member] | |
Debt Instrument [Line Items] | |
ROYALTY TARGET | $ 24,000,000 |
EARN-OUT VALUE | $ 7,500,000 |
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) | Apr. 03, 2014USD ($)$ / shares | Apr. 21, 2015USD ($)shares | Feb. 20, 2015USD ($)shares | Dec. 22, 2014USD ($) | Mar. 31, 2014USD ($) | Aug. 01, 2013USD ($) | Sep. 29, 2011USD ($)$ / shares | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)$ / shares | Jun. 30, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 0 | $ 9,000,000 | |||||||||||||
Gains (Losses) on Extinguishment of Debt | $ (760,000) | $ 0 | (1,371,000) | 0 | |||||||||||
Interest Expense, Debt | 309,000 | 226,000 | 621,000 | 370,000 | |||||||||||
Long-term Debt, Total | 43,017,000 | 43,017,000 | $ 51,064,000 | ||||||||||||
Repayments of Long-term Debt, Total | 1,256,000 | 0 | |||||||||||||
Prepayment Of Long Term Debt Fair Value | 2,400,000 | 2,400,000 | |||||||||||||
Long-term Debt, Current Maturities, Total | 7,750,000 | $ 7,750,000 | 5,650,000 | ||||||||||||
IM Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,000,000 | ||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.44% | ||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||
Debt Instrument, Description | IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to (i) fifty percent (50%) of the excess cash flow for such fiscal year, until such time as principal payments to BHI under the IM Term Loan and the JR Term Loan equal $1,000,000 in the aggregate, then twenty percent (20%) of the excess cash flow for such fiscal year. | ||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | 2,770,000 | $ 2,770,000 | |||||||||||||
Other Notes Payable, Noncurrent | 4,765,000 | 4,765,000 | 5,366,000 | ||||||||||||
Long-term Debt, Total | 12,250,000 | 12,250,000 | |||||||||||||
Long-term Debt, Current Maturities, Total | 2,000,000 | $ 2,000,000 | |||||||||||||
JR Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 9,000,000 | ||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||
Debt Instrument, Description | 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 | ||||||||||||||
Other Notes Payable, Noncurrent | 452,000 | $ 452,000 | 4,398,000 | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.5% or Prime plus 0.50% | ||||||||||||||
Long-term Debt, Total | 9,000,000 | $ 9,000,000 | |||||||||||||
H Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 10,000,000 | ||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||
Debt Instrument, Description | For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period | ||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 1,300,000 | ||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | ||||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | ||||||||||||||
Minimum Liquidity Covenants | 4,500,000 | $ 4,500,000 | |||||||||||||
Minimum Net Worth Required for Compliance | 40,000,000 | 40,000,000 | |||||||||||||
Interest Expense, Long-term Debt | 309,000 | 226,000 | $ 621,000 | 370,000 | |||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.50% or Prime rate plus 0.50% | ||||||||||||||
Long-term Debt, Total | 10,000,000 | $ 10,000,000 | |||||||||||||
H Term Loan [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | $ 17,000,000 | $ 15,500,000 | $ 7,500,000 | ||||||||||||
Maximum Loss of capital expenditures for retail division | 500,000 | 500,000 | |||||||||||||
Ripka Seller Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 7.33% | ||||||||||||||
Gains (Losses) on Extinguishment of Debt | 760,000 | 610,000 | |||||||||||||
Debt Instrument, Face Amount | $ 6,000,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,835,000 | ||||||||||||||
Imputed Annual Interest Rate | 7.33% | ||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 4,165,000 | ||||||||||||||
Other Notes Payable, Noncurrent | 452,000 | 452,000 | 4,398,000 | ||||||||||||
Interest Expense, Debt | 9,000 | 75,000 | 88,000 | 75,000 | |||||||||||
Long-term Debt, Total | $ 2,240,000 | ||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | ||||||||||||||
Repayments of Long-term Debt, Total | $ 3,000,000 | ||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,000,000 | 2,400,000 | |||||||||||||
Debt Instrument, Periodic Payment | $ 75,000 | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 333,334 | 266,667 | |||||||||||||
Prepayment Of Long Term Debt Fair Value | 1,790,000 | $ 1,790,000 | |||||||||||||
IM Brands [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 12,500,000 | 11,000,000 | 9,000,000 | ||||||||||||
JR Licensing [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 5,000,000 | 4,000,000 | |||||||||||||
H Licensing [Member] | Scenario, Forecast [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Royalty Revenue, Total | 6,000,000 | ||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | $ 5,000,000 | $ 4,500,000 | $ 500,000 | ||||||||||||
IM Ready Made LLC [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Repayment Of Contingent Obligation | $ 315,000 | ||||||||||||||
Earn-Out Obligation [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | ||||||||||||||
Royalty Earn Out Value | $ 7,500,000 | ||||||||||||||
Gain on Reduction of Contingent Obligations | 3,000,000 | 3,000,000 | |||||||||||||
Long-term Debt, Total | 0 | 0 | 3,000,000 | ||||||||||||
Earn-Out Obligation | 7,500,000 | ||||||||||||||
QVC Inc [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Business Acquisitions, Net Royalty Income | 2,760,000 | 2,760,000 | |||||||||||||
Royalty Revenue, Total | 2,500,000 | ||||||||||||||
Ripka Earn-Out [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Royalty Earn Out Value | 5,000,000 | ||||||||||||||
Earn Out Payments | 6,550,000 | 6,550,000 | 9,550,000 | ||||||||||||
Royalty Revenue, Total | 1,000,000 | ||||||||||||||
Long-term Debt, Total | $ 3,780,000 | $ 3,780,000 | |||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | $ 7 | |||||||||||||
IM Seller Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Face Amount | $ 7,377,000 | ||||||||||||||
Stated Interest Rate on Note Payable | 0.25% | ||||||||||||||
Subordinated Borrowing, Interest Rate | 9.25% | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,740,000 | ||||||||||||||
Unamortization of Debt Discount (Premium) | $ 73,000 | 80,000 | $ 149,000 | 158,000 | |||||||||||
Imputed Annual Interest Rate | 9.00% | ||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 5,637,000 | ||||||||||||||
Initial Prepaid Interest | $ 123,000 | ||||||||||||||
Other Notes Payable, Noncurrent | 4,765,000 | 4,765,000 | $ 5,366,000 | ||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | ||||||||||||||
Interest Expense, Debt | $ 78,000 | $ 85,000 | $ 158,000 | $ 168,000 | |||||||||||
Ms. Ripka Seller Note One [Member] | Ripka Seller Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 2,400,000 | ||||||||||||||
Ms. Ripka Seller Note Two [Member] | Ripka Seller Notes [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 600,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding, Beginning Balance | 404,000 | |
Options, Granted | 0 | |
Options, Canceled | 0 | |
Options, Exercised | 0 | |
Options, Expired/Forfeited | (1,250) | |
Options, Outstanding, Ending Balance | 402,750 | 404,000 |
Options, Exercisable at December 31, 2014 | 332,750 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 6.67 | |
Weighted-Average Exercise Price, Granted | 0 | |
Weighted-Average Exercise Price Canceled | 0 | |
Weighted-Average Exercise Price, Exercised | 0 | |
Weighted-Average Exercise Price, Expired/Forfeited | (3.40) | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 5.36 | $ 6.67 |
Weighted-Average Exercise Price, Exercisable at December 31, 2014 | $ 4.90 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 4 months 20 days | 2 years 10 months 20 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 1 year 10 months 6 days | |
Aggregate Intrinsic Value ,Beginning Balance | $ 1,472,000 | |
Aggregate Intrinsic Value, Ending Balance | 1,465,000 | $ 1,472,000 |
Exercisable, Aggregate Intrinsic Value | $ 1,327,000 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - 6 months ended Jun. 30, 2015 - $ / shares | Total |
Number of Options | |
Options, Granted | 0 |
Employee Stock Option [Member] | |
Number of Options | |
Balance at January 1, 2015 | 95,000 |
Options, Granted | 0 |
Options, Vested | (25,000) |
Options, Forfeited or Canceled | 0 |
Balance at June 30, 2015 | 70,000 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value, Balance at January 1, 2015 | $ 1.43 |
Weighted Average Grant Date Fair Value, Granted | 0 |
Weighted Average Grant Date Fair Value, Vested | 1.41 |
Weighted Average Grant Date Fair Value, Forfeited or Canceled | 0 |
Weighted Average Grant Date Fair Value, Balance at June 30, 2015 | $ 1.44 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - 6 months ended Jun. 30, 2015 - Restricted Stock [Member] - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Shares, Outstanding, Beginning Balance | 3,208,410 |
Restricted Shares, Granted | 585,667 |
Restricted Shares, Canceled | 0 |
Restricted Shares, Vested | (69,905) |
Restricted Shares, Expired/Forfeited | (5,875) |
Restricted Shares, Outstanding, Ending Balance | 3,718,297 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 4.46 |
Weighted-Average Grant Date Fair Value, Granted | 9 |
Weighted-Average Grant Date Fair Value, Canceled | 0 |
Weighted-Average Grant Date Fair Value, Vested | 6.6 |
Weighted-Average Grant Date Fair Value, Expired/Forfeited | 6.34 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 5.17 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Jun. 03, 2015 | Jan. 06, 2015 | May. 19, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 |
Equity Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-based Compensation Expense | $ 16,000 | $ 10,000 | $ 33,000 | $ 19,000 | ||||||
Non Executive Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 25,000 | |||||||||
Allocated Share-based Compensation Expense | $ 18,167 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||||
Non Executive Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Non Executive Employees [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Non Management Directors [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 75,000 | 10,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | |||||||||
Non Management Directors [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | 50.00% | ||||||||
Non Management Directors [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | 50.00% | ||||||||
Non Management Directors [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | |||||||||
Officers And Employees [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 417,500 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | 2 years | ||||||||
Officers And Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Officers And Employees [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||
Warrant [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Warrants Outstanding Number | 2,219,543 | 2,219,543 | 2,219,543 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 6.07 | $ 6.07 | $ 6.07 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Exercisable Number | $ 6.07 | $ 6.07 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 3 years 11 months 23 days | 4 years 2 months 23 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding | $ 6,497,413 | $ 6,497,413 | $ 6,497,413 | |||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Warrants Exercisable Number | 2,219,543 | 2,219,543 | 2,219,543 | |||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 67,000 | $ 67,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 11 days | |||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-based Compensation Expense | 1,092,000 | $ 1,810,000 | $ 2,088,000 | $ 3,368,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6,988,000 | $ 6,988,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months 18 days | |||||||||
Former Equity Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Options Issued Shares Former Equity Plan | 576 | |||||||||
Stock Options Issued Value Per Share Former Equity Plan | $ 728 | |||||||||
2011 Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 3,114,716 | 3,114,716 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,737,009 | 5,737,009 | ||||||||
Common Stock, Eligible for Issuance | 8,000,000 | 8,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic | 14,850,874 | 11,713,813 | 14,462,305 | 11,274,503 |
Diluted | 15,963,975 | 12,710,184 | 15,575,406 | 11,274,503 |
Employee Stock Option [Member] | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Effect of exercise of options and Warrants | 141,228 | 129,823 | 141,228 | 0 |
Warrant [Member] | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Effect of exercise of options and Warrants | 971,873 | 866,548 | 971,873 | 0 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Employee Stock Option [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and warrants | 750,000 | 50,000 | 750,000 | 771,916 |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Taxes [Line Items] | ||||
Gain On Reduction Of Contingent Obligations | $ 3,000,000 | $ 600,000 | ||
Effective Income Tax Rate, Continuing Operations | 4.00% | 35.00% | (1.00%) | 44.00% |
Income Tax Expense (Benefit) | $ 90,000 | $ 320,000 | $ (16,000) | $ (174,000) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 181,000 | $ 112,000 | $ 287,000 | $ 138,000 |
Cost of sales | (101,000) | (75,000) | (221,000) | (108,000) |
Operating expenses | (91,000) | (372,000) | (266,000) | (563,000) |
Depreciation expense | 0 | (20,000) | 0 | (31,000) |
Loss from disposal of discontinued operations | (77,000) | 0 | (241,000) | 0 |
Income tax benefit | 34,000 | 166,000 | 174,000 | 244,000 |
Loss from discontinued operations, net | $ (54,000) | $ (189,000) | $ (267,000) | $ (320,000) |
Loss per share from discontinued operations, net: | ||||
Basic (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Diluted (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.03) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 14,850,874 | 11,713,813 | 14,462,305 | 11,274,503 |
Diluted (in shares) | 15,963,975 | 12,710,184 | 15,575,406 | 11,274,503 |
Discontinued Operations (Deta39
Discontinued Operations (Details 1) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory | $ 0 | $ 214,000 |
Prepaid expenses and other current assets | 9,000 | 63,000 |
Deferred tax asset | 0 | 226,000 |
Total current assets | 9,000 | 503,000 |
Property and equipment, net | 0 | 112,000 |
Other long-term assets | 0 | 11,000 |
Total long-term assets | 0 | 123,000 |
Accounts payable and accrued expenses | 155,000 | 157,000 |
Other current liabilities | 0 | 61,000 |
Total liabilities | $ 155,000 | $ 218,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | May. 14, 2015 | Aug. 31, 2015 | Jun. 24, 2015 | Jul. 10, 2012 | Sep. 29, 2011 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Todd Slater [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Commission Rate to Related Party | 15.00% | 15.00% | |||||||
Fees Earned Separate from Buy Out Payment | $ 8,000 | $ 21,000 | $ 16,000 | $ 43,000 | |||||
Related Party Transaction, Amounts of Transaction | $ 163,000 | ||||||||
Adam Dweck [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Fees Earned Separate from Buy Out Payment | 7,000 | $ 6,000 | 14,000 | $ 12,000 | |||||
Jones Texas, Inc [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Consulting Fees For Period | $ 25,000 | $ 75,000 | |||||||
Professional Fees | $ 12,500 | $ 12,500 | |||||||
Jones Texas, Inc [Member] | Subsequent Event [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Professional Fees | $ 62,500 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) | Jul. 08, 2015USD ($)a | Aug. 04, 2015USD ($)shares | Jul. 31, 2015$ / sharesshares | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) |
Subsequent Event [Line Items] | |||||
Payments of Stock Issuance Costs | $ 316,000 | $ 0 | |||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | shares | 0 | ||||
Subsequent Event [Member] | IPO [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | shares | 1,800,000 | ||||
Shares Issued, Price Per Share | $ / shares | $ 9 | ||||
Stock Issued During Period, Value, New Issues | $ 16,200,000 | ||||
Payments of Stock Issuance Costs | $ 1,239,000 | ||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | shares | 270,000 | ||||
Subsequent Event [Member] | Escrow Consideration [Member] | |||||
Subsequent Event [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | shares | 111,111 | ||||
Subsequent Event [Member] | GBG USA Inc [Member] | |||||
Subsequent Event [Line Items] | |||||
Description of Lessee Leasing Arrangements, Operating Leases | which fixed rent shall increase upon the 5 year anniversary of the commencement of the Sublease | ||||
Lease Expiration Date | Oct. 30, 2027 | ||||
Net Rentable Area | a | 29,566 | ||||
Operating Leases, Rent Expense, Net | $ 117,032 | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,108,725 | ||||
Subsequent Event [Member] | C Wonder Assets [Member] | Closing Consideration [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 2,500,000 | ||||
Stock Issued During Period, Shares, Acquisitions | shares | 500,000 | ||||
Subsequent Event [Member] | C Wonder Assets [Member] | Escrow Consideration [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to Acquire Businesses, Gross | $ 500,000 | ||||
Stock Issued During Period, Shares, Acquisitions | shares | 500,000 |