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 |